Contracts and Other Instruments Sample Clauses

Contracts and Other Instruments. (a) Exhibit G, titled List of Contracts, Agreements and Instruments and Arrangements, accurately and completely sets forth the information required to be contained therein with respect to Fix-Cor, identifying whether the matter disclosed therein relates to Fix-Cor or to Stockholder. (1) The certificate of incorporation (or other charter document) and By-laws of Fix-Cor and all amendments thereto, as presently in effect, certified by the Secretary of the corporation, and (b) The following, initialed by the chief executive officer of Fix-Cor: (i) true and correct copies of all contracts, agreements, and instruments referred to in Exhibit G; (ii) true and correct copies of all leases and licenses (if any); and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit G. (c) Neither Fix-Cor, nor to the knowledge of Fix-Cor or Stockholder, any other party to any of those contracts, agreements, instruments, leases, or licenses is now or expects in the future to be in violation of, or in default with respect to complying with, any material provision thereof, and each contract, agreement, instrument, lease, or license is in full force and constitutes the legal, valid, and binding obligation of the parties and is enforceable in accordance with its terms. (d) Each supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Fix-Cor, nor any other party to any arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of that arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any of those arrangements or understandings in any way. (e) Fix-Cor enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Fix-Cor is not a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had, or to the knowledge of Fix-Cor or Stockholder may in the future have, a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Fix-Cor. Fix-Cor has not engaged nor is it engaging in, nor does it intend to engage in any transaction with any Stockholder, any director, office...

Contracts and Other Instruments. The board of directors may authorize any officer(s), agent(s) or employee(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, or of any division thereof, subject to applicable law. Such authority may be general or confined to specific instances.

Contracts and Other Instruments. (a) The Customer Contracts delivered at Closing pursuant to 1.01(a)(5) are all of the Customer Contracts of the Engineering Division. Schedule 2.07(a) or the other schedules to this Agreement set forth a true and correct listing of all material contracts, other than Customer Contracts and contracts with subcontractors, to which any Seller is a party for the use or benefit of the Engineering Division, including material leases and licenses and all supply, distribution, agency, financing or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes of this 2.07(a) only, "material contract" means a contract, including Customer Contracts, which provides for the provision or purchase of goods or services in excess of $20,000 per annum or requires performance by Seller for a period of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default with respect to complying with, any material provision thereof, and to Sellers' knowledge, each such material contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except as disclosed on Schedule 2.07(a). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding. (b) Except for situations disclosed on Schedule 2.07(b) and for the cost of correction of which an adequate reserve is or will be recorded on the Closing ED Balance Sheet as a liability: all services rendered and products supplied by the Engineering Division prior to the Effective Time have been in conformity with the scope of performance defined by the contract or arrangement, and to the reasonable satisfac...

Contracts and Other Instruments. The CWTI SEC Documents contains a true and correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to CWTI. CWTI has made available to the SheerVision Shareholders (i) the certificate of incorporation (or other charter document) and by-laws of CWTI and all amendments thereto, as presently in effect, and (ii) the following: (A) true and correct copies of all material contracts, agreements, and instruments referred to in the CWTI SEC Documents; (B) true and correct copies of all material leases and licenses referred to in the CWTI SEC Documents hereto; and (C) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in the CWTI SEC Documents. To the best of CWTI's knowledge, neither CWTI nor (to the knowledge of CWTI) any other party to any such material contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of CWTI's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its respective terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither CWTI nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. CWTI enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. CWTI is not party to, or bound by, any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or (to the knowledge of CWTI) may in the future have a material adverse effect on the financial condition, results of operations, busin...

Contracts and Other Instruments. (a) Schedule 2.7(A) hereto sets ------------------------------- --------------- forth a list of all contracts, agreements, instruments and leases to which Sellers, Stockholder or Executive is a party or by which it is bound, relating to the Business or the Purchased Assets or to which any of the Purchased Assets is subject (collectively, together with any contracts, agreements, instruments and leases entered into by Sellers with respect to the Business or the Purchased Assets between the date hereof and the Closing Date consistent with the terms of this Agreement, being herein called the "Contracts"). Sellers have provided Buyer --------- with a true and complete copy of each Contract. (b) Each of the Contracts constitutes the valid and binding obligation of Sellers and, to the best of Sellers' and Executive's knowledge, the other party thereto, and is in full force and effect. Sellers have performed and fulfilled all of their material obligations under each of such Contracts required to be performed as of the date hereof, is not in default or breach thereunder, and, to the knowledge of Sellers and Executive, no other party is in default or breach thereunder.

Contracts and Other Instruments. SCHEDULE 3.5 accurately and completely sets forth the information required to be contained therein regarding contracts, agreements, instruments, equipment leases, licenses, arrangements, or understandings with respect to SELLER. SELLER has furnished to the PURCHASER (a) the Certificate of Incorporation and by-laws of SELLER and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (b) the following, initialed by the chief executive officer of SELLER: (i) true and correct copies of all contracts, agreements, and instruments referred to in SCHEDULE 3.5; (ii) true and correct copies of all equipment leases and licenses referred to in SCHEDULE 3.5; and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in SCHEDULE 3.5. To the best of SELLER's knowledge, it is not now in violation or breach of, or in default with respect to complying with, any material term of any contract, agreement, instrument, equipment lease, or license to which it is a party or owns, and each such contract, agreement, instrument, equipment lease, or license is in full force and is the legal, valid, and binding obligation of the SELLER thereto and (subject to applicable bankruptcy, insolvency, and other laws or doctrines affecting the enforceability of creditors' rights generally or affecting the enforceability of such obligations) is enforceable as to them in accordance with its terms. To the best of SELLER's knowledge, each such supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither SELLER, nor any other party to any such arrangement or understanding has given notice of termination or to the best of SELLER's knowledge taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not in and of itself prejudice any such arrangement or understanding in any way. Some of the contracts SELLER has made with its customers may not be assignable without the consent of the customer; consequently, no warranty or representation as to customer contract assignability is included herein. Additionally, some of the purchase money lenders of equipment purchased by Mario's Equipment Rental, Inc., or the lessors of such equipment as is

Contracts and Other Instruments. Attached as Schedule E is a true and complete list of all material contracts, insurance policies agreements and instruments not referred to in Schedules I, J, K, M or X. Xxxxx has furnished to LGA: (1) The Articles of Incorporation and Bylaws of Xxxxx and all amendments thereto, as presently in effect, certified by the Secretary of the corporation, and (2) The following, initialed by the chief executive officer of Xxxxx: (i) true and correct copies of all options, warrants, or other rights calling for the issuance of, any share of capital stock of Xxxxx, or any security or other instruments convertible into or exchangeable for capital stock of Xxxxx set forth in Schedule I; (ii) true and correct copies of all leases and licenses referred to in Schedule J or K; (iii) true and correct copies of all contracts, insurance policies, agreements, and instruments referred to in Schedule L; and (iv) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings not described in Schedules J, K or L. Neither Xxxxx nor (to the knowledge of Xxxxx) any other party to any of those contracts, agreements, instruments, leases, or licenses, is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material provision thereof, and each contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. Each supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Xxxxx, nor any other party to any arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. Xxxxx enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Xxxxx is not a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had, or (to the knowledge of Xxxxx) may in the future have, a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future pros...

Contracts and Other Instruments. Universal Filtration has made available to Axxxx through the financial statements or otherwise in writing, all contracts, agreements, leases, instruments, licenses, arrangements or understandings with respect to Universal Filtration, listed on its financial statements and otherwise. Universal Filtration is not a party nor is it bound by any contract, agreement, instrument, lease, license, arrangement, or understanding which may, in the future, have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities or future prospects of Universal Filtration.

Contracts and Other Instruments. Copies of all Contracts and in any manner relating to the businesses, the Customer Accounts and/or the Acquired Assets have been delivered to Buyers. The Sellers have furnished the Buyer with a true and complete copy of each written contract, written obligation and written commitment, and with accurately detailed descriptions of each oral contract, oral obligation and oral commitment. With respect to each Contract, (i) each is legal, valid, binding, enforceable and in full force and effect; (ii) each will continue to be legal, valid binding, enforceable and in full force and effect; (ii) each will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the Transactions; (iii) no party thereto is in breach or default, and in no event has occurred which, with notice or lapse of time, would constitute a breach or default, or permit termination, modification, or acceleration, under such Contract; (iv) no party thereto has repudiated any provision of such Contract; and (v) the execution and delivery of this Agreement and the Transaction Documents and the consummation of the Transactions will not require the consent of any party (other than the Company) to any Contract. The Company is not party to: (a) any Contract under which the Company or its Subsidiary Corporations has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or under which a Lien has been imposed on any of the Acquired Assets, tangible or intangible; (b) any Contract with the Shareholders or affiliates thereof, or regarding the advance of money to the Shareholders, employees, officers, directors or agents of the Company (c) any Contracts under which the Company or its Subsidiary Corporations has created a profit sharing, option, purchase, equity appreciation, deferred compensation severance, or other plan, agreement or arrangement for the benefit of current or former shareholders, directors, officers, employees or independent contractors; (d) any Contracts concerning a partnership or joint venture; or (e) any Contracts under which the consequences of a default, termination or continued performance could have a Material Adverse Effect.

Contracts and Other Instruments. (a) SoftSub has provided to Purchasers, or allowed access, to all documents in its possession or control which accurately and completely details all contracts, licenses, instruments, powers of attorney and agreements to which SoftSub is a party, including but not limited to, all agency agreements; supply agreements; manufacturer agreements; price protection agreements; distributorship agreements; OEM agreements; partnership agreements; dealership agreements; fiduciary agreements; license agreements; marketing agreements; commission agreements; sales agency agreements; bank credit agreements; factoring agreements; loan agreements; indentures; promissory notes; guarantees; undertakings; other evidences of indebtedness; letters of credit; joint venture agreements; agreements for the acquisition of merger or combination with any other company, corporation or businesses signed within the last three years; employment agreements; labor agreements; salesmen commission agreements; independent contractor agreements; sales or purchase agreements for a term in excess of one year which have an aggregate sale or purchase price in excess of $25,000; contracts, agreements, arrangements, or understandings with any stockholder, any director, officer, or employee, any relatives or affiliate of any stockholder or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholder, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest; government contracts; franchise agreements; management agreements; advisory agreements; consulting agreements; advertising agreements; construction agreements; warehousing agreements; engineering agreements; design agreements; major utility agreements and any other agreements which involve the payment of in excess of $25,000 prior to the date it can be terminated without penalty or premium; (all of which contracts, licenses, instruments, power of attorneys and agreements are hereinafter referred to collectively as the "Contracts"). (b) SoftSub is not nor does it expect to be in the future, in violation or breach of, or in default with respect to complying with, any material provision of any such Contract thereof, and each such Contract, is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with their respective terms...