Contracts and Other Obligations. Neither Buyer nor Adventist Health is a party to any contract or agreement or subject to any restriction respecting the Acquired Assets or otherwise, including, without limitation any noncompetition or nonsolicitation covenants, which would prevent or restrict the power or authority of Buyer or Adventist Health to enter into this Agreement and to consummate the transactions contemplated hereby.
Contracts and Other Obligations. Seller is not a party to any material contract or agreement or subject to any restriction, respecting the Acquired Assets or otherwise, which would prevent or restrict the power or authority of Seller to enter into this Agreement and to consummate the transactions contemplated hereby, except for the Electorate Approval, and such contracts or agreements for which consent to the transfer of the Acquired Assets contemplated hereby is expected to be obtained prior to the Closing Date.
Contracts and Other Obligations. Except with respect to this transaction, BPO is not a party to, or otherwise bound by, any written or oral:
(i) Contract or agreement not made in the ordinary course of business, except as disclosed on Schedule 3. 1(m)(i);
(ii) Employment or consultant contract which is not terminable at will without cost or other liability to BPO or any successor, except as disclosed on Schedule 3.1 (m)(ii);
(iii) Contract with any labor union, except as disclosed on Schedule 3.1 (m)(iii);
(iv) Bonus, pension, profit-sharing, retirement, share purchase, stock option, hospitalization, group insurance, or similar plan providing employee benefits except as disclosed on Schedule 3.1 (m)(iv);
(v) Advertising contract or contract for public relations services, except as disclosed on Schedule 3. 1(m)(v);
(vi) Purchase, supply, or service contracts in excess of $2,500 each, or in the aggregate of $15,000 for all such contracts whether below or above $2,500, except as disclosed on Schedule 3.1 (m)(vi);
(vii) Deed of trust, mortgage, conditional sales contract, security agreement, pledge agreement, trust receipt, or any other agreement or arrangement whereby any of the assets or properties of BPO are subjected to a lien, encumbrance, charge, or other restriction, except as disclosed on Schedule 3.1 (m)(vii);
(viii) Contract or other commitment continuing for a period of more than 30 days and which is not terminable without cost or other liability to BPO or its successor, except as disclosed on Schedule 3.1 (m)(viii);
(ix) Contract which (a) contains a redetermination of price or similar type of provision; or (b) provides for a fixed price for goods or services sold, except as disclosed on Schedule 3.1 (m)(i); or
(x) Contract or arrangement containing any covenant limiting the right of BPO to compete in any business or with any person. BPO has in all material respects performed all obligations required to be performed by it to date and is not in material default under any of the contracts, agreements, leases, documents, or other arrangements to which it is a party or by which it is otherwise bound. To the best of BPO's knowledge, all parties with whom BPO has contractual arrangements are in material compliance therewith and are not in default thereunder.
Contracts and Other Obligations. Except for contracts disclosed in this Agreement (the "Material Contracts"), Seller will have no material leases, employment contracts, contracts for services or maintenance or any other form of agreement, commitment, covenant, or obligation of any kind, nature or description which is not cancelable without penalty upon thirty (30) days' notice. Each of the Material Contracts, is in full force and effect and there exists no default or event of default or event, occurrence, condition or act (including the execution and performance of this Agreement), which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder. Seller has not received notice that any party to any of the Material Contracts intends to cancel, terminate or refuse to renew the same.
Contracts and Other Obligations. Except as otherwise ---------------------------------- disclosed and described in Schedule 3.1(10), neither NCL or the Subject Companies are parties to or otherwise bound by any material written or oral:
(a) Contract or agreement not made in the ordinary course of business;
(b) Employment or consultant contract which is not terminable at will without cost or other liability to NCL, the Subject Companies or any successor;
(c) Contract with any labor union;
(d) Bonus, pension, profit-sharing, retirement, share purchase, stock option, hospitalization, group insurance, or similar plan providing employee benefits;
(e) Advertising contract or contract for public relations services;
(f) Purchase, supply, or service contracts of a duration less than one (1) year in excess of $100,000 each, or in the aggregate of $500,000 for all such contracts whether below or above $100,000;
(g) Deed of trust, mortgage, conditional sales contract, security agreement, pledge agreement, trust receipt, or any other agreement or arrangement whereby any of the assets or properties of NCL or the Subject Companies are subjected to a lien, encumbrance, charge, or other restriction;
(h) Material contract or other material commitment continuing for a period of more than thirty days and which is not terminable without cost or other liability to NCL, the Subject Companies or their successors; or
(i) Any material contract, agreement, lease or other binding arrangement with which NCL or the Subject Companies are not in substantial compliance therewith.
Contracts and Other Obligations. The Company is not a party to or otherwise bound by, any written or oral:
(a) contract or agreement not made in the ordinary course of business;
(b) contract with any labor union;
(c) bonus, pension, profit-sharing, retirement, share purchase, stock option, hospitalization, group insurance, or similar plan providing employee benefits;
(d) advertising contract or contract for public relations services;
(e) any contract, agreement, lease, document, or other arrangement with which the Company is not in compliance.
Contracts and Other Obligations. The Company is not a party to or otherwise bound by, any material written or oral:
(a) Contract or agreement not made in the ordinary course of business;
(b) Employment or consultant contract which is not terminable at will without cost or other liability to the Company or any successor;
(c) Contract with any labor union;
(d) Bonus, pension, profit-sharing, retirement, share purchase, stock option, hospitalization, group insurance, or similar plan providing employee benefits;
(e) Advertising contract or contract for public relations services;
(f) Purchase, supply, or service contracts in excess of $100,000 each, or in the aggregate of $500,000 for all such contracts whether below or above $100,000;
(g) Deed of trust, mortgage, conditional sales contract, security agreement, pledge agreement, trust receipt, or any other agreement or arrangement whereby any of the assets or properties of the Company are subjected to a lien, encumbrance, charge, or other restriction;
(h) Material contract or other material commitment continuing for a period of more then thirty days and which is not terminable without cost or other liability to the Company or its successor; or
(i) Any material contract, agreement, lease or other binding arrangement with which the Company is not in substantial compliance therewith.
(j) Nothing herein shall prohibit or restrict the Company from making expenditures required under operating agreements, joint venture agreements, unit, pooling, farmout agreements or expenditure necessitated by emergency conditions to protect or preserve life or property or expenditures required by law or administrative authority or performing its existing commitments.
Contracts and Other Obligations. 13.1 In this paragraph 13, Material Contract means any contract, arrangement or obligation with a Top 10 Revenue Customer (as defined in paragraph 12.3 above).
13.2 The Disclosure Bundle contains particulars of all subsisting Material Contracts to which the Company is a party and an original of each of those contracts which is in writing is in the possession of the Company.
13.3 The Company has not entered into or undertaken, or agreed to enter into or undertake, and has no subsisting or contingent liability under, any Material Contract which:
13.3.1 is in the nature of a capital commitment;
13.3.2 is for a fixed term;
13.3.3 is incapable of complete performance in accordance with its terms within six months after the date on which it was entered into or undertaken;
13.3.4 cannot be terminated in accordance with its terms, by the Company without payment of compensation, on 60 days' notice or less;
13.3.5 is of a loss-making nature (that is to say, known to be likely to result in a material loss to the Company on completion of performance);
13.3.6 cannot readily be fulfilled or performed by the Company on time and without undue or unusual expenditure of money or effort;
13.3.7 involves or is likely to involve obligations, expenditure or receipts of an unusual or exceptional nature and not in the ordinary course of the Company's business;
13.3.8 involves an aggregate outstanding expenditure by the Company of more than £5,000;
13.3.9 is linked to the Index of Retail Prices or any other index or the rate of exchange for any currency;
13.3.10 contains currency or commodity re-negotiation or re-determination clauses;
13.3.11 depends on the continuation of the connection (whether as an officer or employee of, consultant to or shareholder in the Company or otherwise) of any person with the Company;
13.3.12 is a contract for the sale of shares or assets which contains warranties or indemnities or provides for them;
13.3.13 involves, or is likely to involve, the supply of goods or services the aggregate sales value of which will be more than five per cent of its turnover for the preceding financial year;
13.3.14 contains a provision or term that it is liable to be terminated, or under which rights are liable to arise or be affected, as a result of any change in control, management or shareholders of the Company;
13.3.15 is in any way otherwise than in the ordinary and usual course of the Company's business or is not at arm's length; or
13.3.16 involves, or is likely...
Contracts and Other Obligations. Each of the agreements, contracts, commitments and other obligations of the Company are listed on the Schedules to this Agreement ("Contracts") and the material terms of each of the oral Contracts are summarized on Schedule 2.11. Each of the Contracts is a valid and binding obligation of the Company in accordance with its terms and is in full force and effect, and none of the Company or any other party thereto is in default with respect to any term or condition thereof, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute a default thereunder or would cause the acceleration of any obligation of any party thereto or would give any party thereto an affirmative defense against the Company. No termination or other penalty will result under, and no consent is required under, any Contract for the consummation of the sale of the Shares to Buyer pursuant to this Agreement. The Company has delivered or otherwise made available to Buyer true, correct and complete copies of the instruments, agreements or other documents creating or evidencing each of the Contracts.
Contracts and Other Obligations. 10.1 Details of all contracts to which ZNG is a party have been supplied in the Due Diligence Information. ZNG is not a party to any contract entered into otherwise than in the ordinary and usual course of ZNG's business. No bid, tender, proposal, or offer given or made by ZNG on or before the date hereof is capable of giving rise to a contract merely by unilateral act of another person.
10.2 Each contract to which ZNG is a party is in full force and effect and binding on the parties to it. ZNG has not defaulted under or breached such contract and, so far as SEG is aware, no other party to such contract has defaulted under or breached such a contract and no such default or breach by ZNG or any other party is likely or has been threatened.
10.3 No power of attorney given by ZNG is in force. No authorities (express or implied) by which any person may enter into any contract or commitment to do anything on behalf of ZNG are subsisting.
