Contracts and Permits Sample Clauses

Contracts and Permits. (a) Before, at and after the Closing, DESC and the JV Entities shall use their commercially reasonable efforts to obtain, as soon as commercially practicable, all consents and waivers that are required to transfer to Buyer all of the rights and obligations under each Assigned Contract and Assigned Permit. In the event that, notwithstanding the commercially reasonable efforts of DESC and the JV Entities, a required consent, waiver or approval with respect to the assignment or transfer of an Assigned Contract or Assigned Permit is not obtained prior to the Closing Date, then, following the Closing Date, DESC, the JV Entities, and the Xxxxx Entities shall use their commercially reasonable efforts to obtain each and every such consent, and to cooperate in any lawful arrangement to provide that Buyer will receive all benefits and be responsible for all Liabilities under each such Assigned Contract or Assigned Permit until all necessary consents, waivers and/or approvals are obtained and the full assignment or transfer thereof is effected. To the extent that any Assigned Contract or Assigned Permit included among the Assets is not capable of being assigned or transferred to Buyer at the Closing without the consent, waiver or approval of any other party thereto, the issuer thereof, or any other Person, and such consent, waiver or approval has not been obtained, or if such assignment or transfer, or attempted assignment or transfer, would constitute a breach thereof, or a violation of any applicable Law, this Agreement shall not constitute an assignment or transfer thereof, or an attempted assignment or transfer, unless such consent, waiver or approval is obtained. (b) With respect to the permits set forth on Schedule 2.10(b) (the “Special Permits”), DESC and the JV Entities shall use their commercially reasonable efforts to maintain in force such Special Permits during the period from the Closing Date through July 15, 2004, including without limitation, making all necessary filings with appropriate governmental authorities and to take all other actions reasonably necessary in connection therewith, provided that, (i) the Xxxxx Entities shall indemnify, defend, and hold harmless DESC and the JV Entities from and against any costs, expenses, losses, damages or other Liabilities, including without limitation, any fees paid to legal counsel or governmental authorities, incurred by DESC or any of the JV Entities in connection with the performance of their obligations p...

Contracts and Permits. (A) There is set forth in Section 3.14(A) of --------------------- the Starseed Disclosure Schedule a complete and accurate list of: (a) Each agreement, contract or commitment, whether written or oral, between Starseed and any party to whom Starseed provides products or services, which involved payments to Starseed of more than $25,000 during any 12-month period or can reasonably be expected to involve payments to Starseed of more than $25,000 during any 12-month period; (b) Each agreement, contract or commitment (except for real property leases, equipment lease contracts, evidence of indebtedness and insurance contracts), whether written or oral, between Starseed and any party to whom Starseed is obligated or can reasonably be expected to be obligated to pay more than $25,000 for any 12-month period; (c) Each agreement, contract or commitment for the license of any patent, copyright, trade secret, know-how, idea, process, or other proprietary right of Starseed or any third party to which Starseed is a party; (d) Each material permit, license, franchise, and each other material certificate or authorization required to conduct the business of Starseed by any governmental or other authority having jurisdiction in any area where Starseed provides products or services (a "Permit" or "Permits"); Starseed has provided, ------ ------- or prior to the Closing will provide, GeoCities with true, correct and complete copies of each Permit. (e) Each agreement, contract or commitment containing any covenant limiting the freedom of Starseed or any Starseed employee or consultant to engage in any line of business or compete, directly or indirectly, with any person; (f) Each marketing, development or other strategic distribution agreement; (g) Each agreement, contract or commitment of indemnification or guaranty; (h) Each agreement, contract or commitment relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (i) Each agreement, contract or commitment with any employee or consultant related to (A) non-disclosure, confidentiality, assignment of inventions or proprietary rights and non-competition ("Inventions and Non- ------------------- Disclosure Agreement") or (B) severance payments that become payable in -------------------- connection with or following the Merger; or (j) Each agreement requiring Starseed to provide advertising ser...

Contracts and Permits. Maintain in full force and effect all Contracts and Permits necessary for or related to the operation of the Business in all places as such Business is now conducted and to the extent permitted and subject to Section 12.3 below, renew or revalidate any Permits which may become void, expired, terminated, canceled or withdrawn between the date hereof and the Closing Date; 7.

Contracts and Permits. The Project Sponsor shall have the full authority to contract with appropriate persons for the design and construction of the Cultural Project. The Project Sponsor shall secure all necessary permits and/or licenses related to the Cultural Project.

Contracts and Permits. Schedule 3.17 describes all (a) currently effective or applied for (as designated in Schedule 3.17) licenses, franchises, permits, easements, certificates, consents, rights, privileges, and authorizations necessary or advisable to the conduct of the business of Cyberworks (collectively, the "Permits"), and (b) currently effective contracts, instruments, arrangements or agreements, oral or written (other than leases disclosed on other schedules delivered pursuant to this Agreement), to which Cyberworks is a party or by which its properties are bound which: (i) involve the payment by Cyberworks of more than $20,000 per annum; (ii) have a duration of more than one year; (iii) are not terminable at the option of Cyberworks by less than 30 days' notice, without the payment of any penalty; (iv) is with any officer, director, shareholder, Affiliate or other employee of Cyberworks; (v) are with a bank or other lender; (vi) grant exclusive sales, purchase or distribution rights to any person; or (vii) have been entered into other than in the ordinary course of business (collectively, the "Contracts"). The Shareholder and Cyberworks have provided to Inland true copies of each Permit and Contract. Unless so stated on Schedule 3.17, to the Knowledge of Cyberworks or the Shareholder, Cyberworks has not been and is not in material breach or default of any Permit or Contract and no event exists which, with the giving of notice or passage of time, or both, would constitute a material breach or default of any of the Permits or Contracts. All of the Permits and Contracts are in full force and effect and are not subject to cancellation, termination, or modification for any reason related to the consummation of the transactions contemplated in this Agreement or otherwise. To the Knowledge of the Shareholder or Cyberworks, no other party to any Permit or Contract intends to revoke, alter, or not to perform its obligations under such Permit or Contract. Except as set forth on Schedule 3.17, Cyberworks is not a party to any agreement in which any of the directors or Affiliates of Cyberworks is interested (directly or indirectly). Except as set forth on Schedule 3.17, there is no contract which is likely or estimated to give rise to a loss to Cyberworks exceeding in the aggregate $20,000. To the Knowledge of the Shareholder or Cyberworks, except as set forth on Schedule 3.17, there is no contract involving or which may involve obligations on Cyberworks or the need for expenditure...

Contracts and Permits. Maintain in full force and effect all Contracts and Permits for or related to the operation of its business in all respects and in all places as its business is now conducted;

Contracts and Permits. Landlord represents to Tenant that the only material Contracts related to the current operation of the Powerhouse or the Premises or the purchase of electricity or other services provided from the Powerhouse are set forth on Exhibit G-1 attached hereto and that the only currently-existing and effective Permits, Orders, and Licenses applicable to the current operation of the Powerhouse or the Premises are set forth at Exhibit G-2.

Contracts and Permits. If the sale of the Membership Interests pursuant to this Agreement shall, under the terms of any Contract to which the Company is a party or Permit held by the Company, be deemed to constitute an assignment of such Contract or Permit, the responsibility for obtaining any consents from or making other arrangements with third parties required therefor shall be borne by Buyer, it being understood and agreed that Sellers shall provide reasonable cooperation in connection therewith, provided that nothing in this Section 2.2 shall require any Seller to make any expenditure or incur any obligation on its own or on behalf of Buyer.

Contracts and Permits. To its Knowledge, the Contracts and Permits to which it is a party are valid and enforceable and in full force and effect and it has not given or received written notice of any breach or default of a party under such Contracts and Permits and it has no Knowledge any acts or omissions, or conditions that could be considered or construed as a breach or default.

Contracts and Permits. (a) The Disclosure Schedule contains a true and complete list of each of the following written or oral contracts, agreements or other arrangements to which SiTech is a party as of the Effective Date (to be updated prior to Closing to describe all contracts, agreements or other arrangements to which SiTech has become a party after Effective Date) and which are not already disclosed pursuant to other provisions in the Agreement: (i) all loan agreements, indentures, debentures, notes or letters of credit relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material asset of SiTech; (ii) all leases or agreements under which SiTech is lessee of, or holds or operates, any property, real or personal, owned by any other party, except for any lease under which the aggregate annual rental payments do not exceed $5,000; (iii) all contracts and agreements that (A) involve the payment or potential payment, pursuant to the terms of any such contract or agreement, by SiTech of more than $25,000 annually, and (B) cannot be terminated within thirty (30) days after giving notice of termination without resulting in any cost or penalty to SiTech; (iv) a list of the Master Device Files with respect to each product manufactured by SiTech; and (v) all material permits, licenses and other, certificates or authorizations issued to SiTech by any governmental authority having jurisdiction over the Texas Facility (collectively, the "Permits"). (b) Each contract disclosed in the Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of each party thereto and will continue to be legal, valid, binding and enforceable after the Closing. SiTech has performed all of its required obligations under, and is not, in any material respect, in violation or breach of or default under, any contract except as set forth in the Disclosure Schedule. Except as set forth on the Disclosure Schedule, the Permits are, and as of the Closing will be, in full force and effect and the continuing validity and effectiveness of such Permits will not be affected in any manner by the sale and transfer of the Assets to Mentor as herein contemplated.