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. Schedule 3.09 accurately and completely sets forth all material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Purchaser and Acquisition taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to Acquisition. Purchaser has made available to the Purchaser (a) the certificate of incorporation (or other charter document) and by-laws of Purchaser and Acquisition and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (b) the following: (i) true and correct copies of all contracts, agreements, and instruments referred to in Schedule 3.09; (ii) true and correct copies of all leases and licenses referred to in Schedule 3.08 or Schedule 3.11; and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Schedule 3.08. Neither Purchaser, Acquisition, nor to the knowledge of Purchaser any other party to any such contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Purchaser, expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each such contract, agreement, instrument, lease, or license is in full force and is 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 terms. Each such supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Purchaser, Acquisition, 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 by Purchaser and Acquisition of the Transaction Agreements to which it is party will not prejudice any such arrangement or understanding in any way. Each of Purchaser and Acquisition enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Neither Purchaser nor Acquisition is party to or bound by any contract, agreement, instrument, lease, licens...
Contracts and Other Instruments. Schedule 3.09 accurately and completely sets forth all material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Purchaser and the Purchaser Subsidiaries taken as a whole, identifying whether the matter disclosed therein relates to Purchaser or to a Purchaser Subsidiary named therein. Purchaser has furnished to the Purchaser (a) the certificate of incorporation (or other charter document) and by-laws of Purchaser and each Purchaser Subsidiary and all amendments thereto, as presently in effect, certified by the Secretary of the corporation and (b) the following: (i) true and correct copies of all contracts, agreements, and instruments referred to in Schedule 3.09; (ii) true and correct copies of all leases and licenses referred to in Schedule 3.08 or Schedule 3.11; and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Schedule 3.08. Neither Purchaser, any Purchaser Subsidiary, nor to the knowledge of Purchaser or HEcom any other party to any such contract, agreement, instrument, lease, or license is now or, in the reasonable judgment of Seller, expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, each such contract, agreement, instrument, lease, or license is in full force and is 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 terms. Each such supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Purchaser, any Purchaser Subsidiary, 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 by Purchaser or HEcom of the Transaction Agreements to which it is party will not prejudice any such arrangement or understanding in any way. Each of Purchaser and each of the Purchaser Subsidiaries enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Neither Pur...
Contracts and Other Instruments. Exhibit D accurately and completely sets forth the information required to be contained therein with respect to Selling Corporation, and Founding Shareholder, identifying whether the matter disclosed therein relates to Selling Corporation, or to Founding Shareholder named therein. Selling Corporation has furnished to the Purchaser (a) the certificate of incorporation (or other charter document) and by-laws of Selling Corporation 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 Selling Corporation: (i) true and correct copies of all contracts, agreements, and instruments referred to in Exhibit D; (ii) true and correct copies of all leases and licenses referred to in Exhibit C; and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit D. Neither Selling Corporation, Founding Shareholder, nor (to the knowledge of Selling Corporation, or Founding Shareholder) any other party to any such 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 material provision thereof, and each such 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 such supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Selling Corporation, 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. Selling Corporation enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Selling Corporation 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 may in the future have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Sell...
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.
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. Attached as Schedule E is a true and complete list of all material contracts, insurance policies agreements and instruments not referred to in Schedules B, C, D, F or G. LGA has furnished to Xxxxx:
Contracts and Other Instruments. (a) Schedule 3.14 accurately and completely details all contracts, licenses, instruments, powers of attorney and agreements to which ROLINA is a party, directly or indirectly, including but not limited to, all license agreements (except license agreements granted as part of sales of the ErgoSentry and Surveyor products); supply agreements; manufacturer agreements; price protection agreements; distributorship agreements; OEM agreements; partnership agreements; dealership agreements; fiduciary agreements; agency agreements; marketing agreements; commission agreements (except for verbal revocable arrangements); sales license agreements; bank credit agreements; factoring agreements; loan agreements; indentures; promissory notes; guarantees; undertakings; other evidences of indebtedness; letters of credit; joint venture agreements; agreements of acquisition or merger or combination with any other company, corporation or business 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 $5,000.00; contracts, agreements, arrangements, or understandings with SHAREHOLDER, any director, officer, or employee, any relatives or affiliate of ROLINA or of any such director, officer, or employee, or any other corporation or enterprise in which ROLINA, 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, any other agreements which are material to ROLINA; and any other agreements which involve the payment of in excess of $5,000 prior to the date it can be terminated without penalty or premium; (all of which contracts, licenses, instruments, powers of attorney and agreements are hereinafter referred to collectively as the "Contracts").
Contracts and Other Instruments. 3.9.1 Except as set forth in SCHEDULE 3.9.1 attached hereto, there has not occurred any material default under any Contract on the part of Seller or, to the knowledge of Seller, on the part of the other parties thereto, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute any default under any Contract. Except as set forth in SCHEDULE 3.6 attached hereto, no consent of any party to any Contract is required in order to permit the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby, or the sale, transfer or delivery of the Acquisition Assets or the assumption of the liabilities to be assumed by Buyer under Section 2.3, nor will the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby or the sale, transfer and delivery of the Acquisition Assets or the assumption of the liabilities to be assumed by Buyer, result in a material breach of any of the terms and provisions of, or constitute a default under, or conflict with, or result in a modification of, any Contract of Seller, except for such breaches, defaults, conflicts or modifications that would not in the aggregate reasonably be expected to have a Material Adverse Effect.
Contracts and Other Instruments. Schedule 4.1(g) accurately and completely sets forth the information required to be contained therein regarding all contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to the Seller and each Subsidiary, identifying whether the matter disclosed therein relates to the Seller or to a Subsidiary named therein. The Seller has furnished to the Purchaser (i) the certificate of incorporation (or other charter or organizational document) and by-laws (or other governing document) of the Seller and each Subsidiary and all amendments thereto, as currently in effect, and (ii) the following: (a) true and correct copies of all contracts, agreements, and instruments referred to in Schedule 4.1(g); and (ii) true and correct copies of all leases and licenses referred to in Schedule 4.1(g). Neither the Seller, any Subsidiary, nor (to the Knowledge of the Seller) any other party to any such 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 material term thereof; each such contract, agreement, instrument, lease, or license that is material to the business of the Seller is in full force and effect and is 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 terms; and each such contract, agreement, instrument, lease or license that is not material to the business of the Seller is, to the Knowledge of the Seller, in full force and effect and is 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 terms. Each such financing or other arrangement or understanding is to the Knowledge of the Seller a valid and continuing arrangement or understanding; neither the Seller, any Subsidiary, nor any other party to any such arrangement or understanding has given notice of termination or to the Knowledge of the Seller 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. Each of the Seller and each of ...
