Contracts and Transactions. (a) Material Contracts. The Disclosure Schedule sets forth any Contractual Obligations to which the Company or any Subsidiary is a party to, or bound by, that (i) was entered into outside of its ordinary course of business in excess of US$10,000, (ii) involves total payments or revenues in excess of US$1,000,000, (iii) is a joint venture, shareholders’ or partnership arrangement or agreement or similar arrangement or agreement or any agreement which purports to regulate, control or otherwise affect the voting or disposition of its shares or (iv) is otherwise material to the Company or any Subsidiary (collectively, “Material Contracts”). True and complete copies of all Material Contracts have been made available to the Purchasers. With respect to each Material Contract, neither the Company, any Subsidiary nor, to the Knowledge of the Company (which knowledge shall not require due inquiry outside of the Group), any other party thereto is in default (or with the giving of notice or passage of time, would be in default) in any respect in the performance of any of its obligations or covenants contained in any such Material Contract, and none of the parties to any such Material Contract has indicated to the Company any intention to terminate, rescind, avoid or repudiate such Material Contract prior to the expiration of its term. Each Material Contract to which the Company or any Subsidiary is a party has been duly authorized, executed and delivered by the Company or such Subsidiary, as the case may be, and, to the Knowledge of the Company, by each other party thereto, and constitutes the valid and binding obligation of the Company or such Subsidiary, as the case may be, and, to the Knowledge of the Company (which knowledge shall not require due inquiry outside of the Group), each other party thereto, enforceable against such party in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally.
(b) Change in Control. There are no Contractual Obligations of the Company that can be terminated or have been terminated or under which there would be a Material Adverse Effect as a result of the subscription of the Subscribed Shares by the Purchasers. There are no Material Contracts that can be terminated or under which there would be a Material Adverse Effect as a result of (i) a Change in Control of the Company or any Subsidiary or (ii) ...
Contracts and Transactions. Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.
Contracts and Transactions. Each Material Contract of the Group is valid and binding on the Group Member and, to the Warrantor(s)’ Knowledge, on the other party or parties thereto, and has been duly authorized, executed and delivered by the Group Member and by each other party thereto and constitutes the valid and binding obligation of each party thereto, enforceable against each party thereto in accordance with its terms. Each Material Contract has been duly authorized, executed and delivered by such Group Member, constitutes the valid and binding obligation of such Group Member enforceable against it and to the Warrantor(s)’ Knowledge, constitutes the valid and binding obligation of such other party enforceable against such other party in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency reorganization, moratorium or similar laws affecting creditors’ rights generally. As of the date of this Agreement, with respect to the Material Contracts, no Group Member has received notice of any uncured or unwaived material default by the Group or, to the Warrantor(s)’ Knowledge, by any other party or parties thereto.
Contracts and Transactions. The multitoken model
Contracts and Transactions. Except as set forth in Paragraph 5.16 of the Disclosure Letter:
(a) there are no Contracts, transactions or proposed transactions to which GolfWeb is a party or by which it or its properties or assets is bound; and
(b) there are no Contracts, transactions or proposed transactions to which GolfWeb is a party or by which it or its properties or assets is bound involving any of GolfWeb's directors, officers, shareholders or other Affiliates or Associates of GolfWeb or any entity in which any such director, officer, shareholder or other Affiliate or Associate, or their respective Affiliates or Associates, has a direct or indirect interest.
(c) GolfWeb is not a party to and is not bound by or subject to any Contract, or subject to any restriction under its Articles of Incorporation or Bylaws, that limits or restricts GolfWeb from engaging in any business in any jurisdiction or adversely affects its ability to carry on its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(d) Other than negotiations to acquire another golf web site, which negotiations have been disclosed to SporstLine prior to the date hereof, have been terminated and did not result in any binding commitments or Contract on the part of GolfWeb, GolfWeb has not engaged in the last three (3) months in any discussion with any Person regarding the consolidation or merger of GolfWeb with or into any Person, the sale, conveyance or disposition of all or substantially all of the assets of GolfWeb or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of GolfWeb would be disposed of, or any other form of acquisition, liquidation, dissolution or winding up of GolfWeb. True and complete copies of all Contracts set forth in Paragraph 5.16 of the Disclosure Letter, including all amendments thereto, and a true and accurate description of all transactions and proposed transactions set forth in Paragraph 5.16 of the Disclosure Letter, have been provided to SportsLine prior to the date hereof. The Contracts set forth in Paragraph 5.16 of the Disclosure Letter are valid and enforceable in accordance with their respective terms with respect to GolfWeb and valid and, to the best of GolfWeb's knowledge, enforceable in accordance with their respective terms with respect to any other party to any such Contract, in each subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceabilit...
Contracts and Transactions. Each Material Contract of the Company is valid and binding on the Company or, as applicable, any Person that will transfer such Material Contract, to the Company pursuant to the Asset Contribution and Licensing Agreement and, to the Warrantor(s)’ Knowledge, on the other party or parties thereto, and has been duly authorized, executed and delivered by the Company or the Person that will transfer any Newco Assets to the Company pursuant to the Asset Contribution and Licensing Agreement, and is enforceable against such applicable Person, and by each other party thereto and constitutes the valid and binding obligation of each party thereto, enforceable against each party thereto in accordance with its terms, except, in each such case, where such enforceability may be limited by applicable bankruptcy, insolvency reorganization, moratorium or similar laws affecting creditors’ rights generally. As of the date of this Contract, with respect to the Material Contracts, none of the Company and the Persons that will transfer any such Contracts to the Company pursuant to the Asset Contribution and Licensing Agreement has received notice of any uncured or unwaived material default by the Company or such Person or, to the Warrantor(s)’ Knowledge, by any other party or parties thereto.
Contracts and Transactions. Schedule 6 attached hereto lists each material contract, agreement, license, permit, arrangement, commitment, instrument or contract to which Priveco or any of its subsidiaries is a party (each, a “Contract”). Each Contract is in full force and effect, and there exists no material breach or violation of or default by Priveco or any of its subsidiaries under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Priveco or any of its subsidiaries. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.
Contracts and Transactions. No Other Contract or Transaction. Except for the Transaction Documents and the transactions contemplated thereunder and matters in respect of maintenance of the Issuer’s corporate existence and good standing, the Issuer has not entered into any Contract or any transaction.
Contracts and Transactions. Except as set forth in Paragraph 5.14 of the Disclosure Letter: (a) there are no Contracts or proposed Contracts involving amounts in excess of $5,000 to which DWWC is a party or by which it or its properties or assets is subject or bound; (b) there are no Contracts, transactions or proposed transactions to which DWWC is a party or by which it or its properties or assets is subject or bound involving any of DWWC's directors, officers, shareholders or other Affiliates or Associates of DWWC or any entity in which any such director, officer, shareholder or other Affiliate or Associate, or their respective Affiliates or Associates, has a direct or indirect interest; (c) other than the any existing contracts with SportsLine, DWWC is not a party to and is not bound by or subject to any Contract, or subject to any restriction under its Certificate of Incorporation or Bylaws, that limits or restricts DWWC from engaging in any business in any jurisdiction or adversely affects its ability to carry on its business as now conducted or as proposed to be conducted, its properties or its financial condition; and
Contracts and Transactions. (a) Abnormal Agreements. At the date of signing the Agreement, the Company and the Target Company have no outstanding agreements as follows:
(i) any agreement not entered into for general and normal business and involving the Company’s and the Target Company’s expenses or revenues in excess of RMB five hundred thousand (RMB 500,000);
(ii) any agreement with the Company’s and the Target Company’s Affiliates that involves cumulative expenditure or income in excess of RMB three hundred thousand (RMB 300,000) in a single transaction or within any consecutive 12 months;
(iii) any agreement concluded and signed with any of the Company’s and the Target Company’s directors or officers involving payment or other consideration to such director or officer in excess of RMB five hundred thousand (RMB 500,000) in any given year (other than labor contract, employment agreements and appointment documents signed with the officers or directors);
(iv) any joint venture, partnership or similar agreement with any other person involving sharing of profits, losses, costs or liabilities other than in the ordinary course of business;
(v) any agreement prohibiting or restricting the Company and the Target Company from (a) participating in any service of whatever form related to the Main Business; (b) competing with any person; or (c) entering into or extending the nature or geographical scope of their business anywhere in the world;
(vi) any agreement to acquire or dispose of the business or Assets of the Company and the Target Company after the date of signing the Agreement in excess of RMB five hundred thousand (RMB 500,000), other than in the ordinary course of business;
(vii) any agreement involving the provision to any person of the right of first refusal to purchase Assets or property of the Company and the Target Company in excess of RMB five hundred thousand (RMB 500,000); or
(viii) agreements, understandings, documents, Contracts, proposed transactions, judgments, or orders which materially affect the financial or business position of the Company and the Target Company in any material aspect outside the ordinary course of business (”the Material Contracts“).
