Common use of Contracts and Other Instruments Clause in Contracts

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 prospects of Xxxxx. Xxxxx within the last five (5) years has not engaged in, is not engaging in, and does not intend to engage in any transaction with, and has not had within the last five (5) years, does not now have, and doe not intend to have any contract, agreement, lease, license, arrangement, or understanding with, any Shareholder, any director, officer, or employee of Xxxxx (except for employment agreements listed in Schedule L and employment and compensation arrangements described in Schedule M, in each case with directors, officers, and employees who are not relatives or affiliates described in the next clause), any relative or affiliate of any Shareholder or of any director, officer, or employee, or any other corporation or enterprise in which any Shareholder, any director, officer, or employee, or any relative or affiliate then had or now has a five (5%) percent or greater equity or voting or other substantial interest, other than contracts and agreements listed and so specified in Schedule M. The stock ledgers and stock transfer books and the minute book records of Xxxxx relating to all issuances and transfers of shares by Xxxxx and all proceedings of the shareholders and the Board of Directors and committees thereof of Xxxxx since its incorporation made available to LGA's counsel are the original stock ledgers and stock transfer books and minute book records of Xxxxx or exact copies thereof. Xxxxx is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws.

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 IB, JC, KD, M F or X. Xxxxx G. LGA has furnished to LGAXxxxx: (1) The Articles of Incorporation and Bylaws of Xxxxx LGA 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 XxxxxLGA: (i) true and correct copies of all options, warrants, or other rights calling for the issuance of, any share of capital stock of XxxxxLGA, or any security or other instruments convertible into or exchangeable for capital stock of Xxxxx LGA set forth in Schedule IB; (ii) true and correct copies of all leases and licenses referred to in Schedule J C or KD; (iii) true and correct copies of all contracts, insurance policies, agreements, and instruments referred to in Schedule LE; and (iv) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings not described in Schedules JC, K D or L. E. Neither Xxxxx LGA nor (to the knowledge of XxxxxLGA) 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 XxxxxLGA, 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 LGA enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Xxxxx LGA 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 XxxxxLGA) may in the future have, a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of XxxxxLGA. Xxxxx LGA within the last five (5) years has not engaged in, is not engaging in, and does not intend to engage in any transaction with, and has not had within the last five (5) years, does is not now havehaving, and doe does not intend to have any contract, agreement, lease, license, arrangement, or understanding with, any Shareholder, any director, officer, or employee of Xxxxx LGA (except for employment agreements listed in Schedule L E and employment and compensation arrangements described in Schedule MF, in each case with directors, officers, and employees who are not relatives or affiliates described in the next clause), any relative or affiliate of any Shareholder or of any director, officer, or employee, or any other corporation or enterprise in which any Shareholder, any director, officer, or employee, or any relative or affiliate then had or now has a five (5%) percent or greater equity or voting or other substantial interest, other than contracts and agreements listed and so specified in Schedule M. E. The stock ledgers and stock transfer books and the minute book records of Xxxxx LGA relating to all issuances and transfers of shares by Xxxxx LGA and all proceedings of the shareholders Shareholders and the Board of Directors and committees thereof of Xxxxx LGA since its incorporation made available to LGA's Xxxxx'x counsel are the original stock ledgers and stock transfer books and minute book records of Xxxxx LGA or exact copies thereof. Xxxxx LGA is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws.