Contracts; Commitments Sample Clauses

Contracts; Commitments. Except as set forth in Exhibit 4.13 hereto, the Company is not a party to (i) any employment or consulting contracts, (ii) any contracts or commitments (or group of related contracts or commitments) involving more than $5,000 or having a term (including renewals or extensions optional with another party) of more than one (1) year from the date thereof, or (iii) any agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which the Company is a party or by which it is bound that (A) involve any of the officers, directors or shareholder of the Company or (B) are otherwise material to the conduct and operations of the Company's business and properties. All of the contracts and commitments listed on Exhibit 4.13 are in full force and neither the Company nor, to the best knowledge of the Company, any other party to any such contracts or commitments is in default of any material covenant or obligation thereunder.
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Contracts; Commitments. Except as set forth in Exhibit 4.13 hereto, the Company is not a party to (i) any employment or consulting contracts (other than employment at will) (ii) or any contracts or commitments (or group of related contracts or commitments) involving more than [$50,000] or having a term (including renewals or extensions optional with another party) of more than one (1) year from the date thereof; all of the contracts and commitments listed on Exhibit 4.13 are in full force and neither the Company nor, to the best knowledge of the Company, any other party to any such contracts or commitments is in default of any material covenant or obligation thereunder.
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Contracts; Commitments. Except as set forth on Schedule 6(g), to the best of Buyer's and the Addixxxxx Xxxup's knowledge, there are no contracts, commitments or agreements (whether written or oral) to which the Seller or any affiliate of the Seller (other than the Companies) is a party pertaining to management consulting and employment agreements, finder's fees, broker's or commission agreements, bonuses, or any binding agreements or commitments to enter into same.
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Contracts; Commitments. The CORPORATIONS and their assets are not subject, as of the Effective Time, to any contracts or commitments except as follows:
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Contracts; Commitments. 9.1 No Group Company is a party to or subject to any contract or commitment of a nature which is onerous or unusual and which has been entered into other than in the ordinary course of business.
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Contracts; Commitments. To Seller’s knowledge, neither MSI, Xxxx Marketing, Electronic Accessories nor the TMP Direct business unit is in default under any contract or commitment, except where such default would not be reasonably expected to result in a material adverse effect on the TMP Direct business unit. To Seller’s knowledge, no other party is in default under any contract or commitment with MSI, Xxxx Marketing, Electronic Accessories or the TMP Direct business unit, which default would reasonably be expected to have a material adverse effect on the TMP Direct business unit.
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Contracts; Commitments. Except as set forth in Exhibit 4.13 hereto, the Company is not a party to (i) any employment or consulting contracts, (ii) any contracts or commitments (or group of related contracts or commitments) involving more than $5,000 or having a term (including renewals or extensions optional with another party) of more than one (1) year from the date thereof, or (iii) any agreements, contracts, leases, licenses, instruments,
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Contracts; Commitments. Other than in connection with the EBS Credit Documents, EBS is not required to pay or incur costs in excess of $5,000 pursuant to any contracts or commitments.
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Contracts; Commitments that save with the written consent of the Lender, the Borrower will not enter into or amend any contract or incur any commitment which is not capable of being terminated without compensation at any time with three months' notice or less and which is not in the ordinary and usual course of business and which involves or may involve total annual expenditure in excess of US$250,000.00 in each case:
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Related to Contracts; Commitments

  • Material Contracts and Commitments Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.

  • Contracts and Commitments (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"):

  • Commitments and Contracts (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”):

  • Agreements, Contracts and Commitments Neither Company nor any of its subsidiaries is a party to or is bound by:

  • Financing Commitments Pinnacle has obtained written commitments (the "Financing Commitments") for the financing necessary to consummate the Merger and the other transactions contemplated hereby (including any refinancing of indebtedness of Aztar or Pinnacle or any of their respective subsidiaries which Pinnacle deems it advisable to refinance in connection with the consummation of the Merger and the other transactions contemplated hereby) and to pay all associated fees, costs and expenses (the "Financing"). Pinnacle has provided true, accurate and complete copies of such commitments to Aztar. None of the Financing Commitments has been amended, modified or terminated prior to the date of this Agreement, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitments are in full force and effect and (based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder) no event has occurred which, with or without notice, lapse of time (other than the expiration of the term thereof) or both, would constitute a default on the part of Pinnacle under any of the Financing Commitments. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Financing Commitments. The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, together with Pinnacle's and Aztar's cash and cash equivalents, will be sufficient for Pinnacle to pay the aggregate Merger Consideration and to consummate the Consent/Tender Offers, if any (and any other repayment or refinancing of debt contemplated in this Agreement or the Financing Commitments), and to pay all related fees and expenses. Based on and assuming the accuracy of the representations and warranties of Aztar in this Agreement and the compliance by Aztar with its obligations hereunder, Pinnacle has no reason as of the date hereof to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied or that the Financing will not be made available to Pinnacle on or prior the Closing Date. Nothing in this Agreement shall prevent Pinnacle from amending or modifying the Financing Commitments or from seeking to raise equity or other alternative sources of funds prior to the Closing, as long as such amendment or modification or other action does not prevent, delay or reduce the likelihood of the consummation of the Merger.

  • No Commitments Any commitment or transaction by Company (including, without limitation, any borrowing or capital expenditure) other than in the ordinary course of business consistent with past practice;

  • Fees Commitments 3.01 FEES (a) Borrower agrees to pay to the Administrative Agent a commitment commission ("COMMITMENT COMMISSION") PRO RATA for the account of each Non-Defaulting Bank for the period from and including with respect to the Commitments in effect prior to the Amended and Restated Effectiveness Date, February 12, 1997, and with respect to the Commitments in effect on and as of the Amended and Restated Effectiveness Date, the Amended and Restated Effectiveness Date to, but not including, the date the Total Commitment has been terminated, which Commitment Commission shall be equal to the Applicable Commitment Commission Percentage, computed at such rate for each day, on the daily amount of such Bank's Available Unutilized Commitment. Such Commitment Commission shall be due and payable in arrears on the first Business Day of each March, June, September and December and on the date upon which the Total Commitment is terminated.

  • Lenders’ Commitments Subject to the terms and conditions hereof, the Lenders severally agree to extend credit to the Borrower under the Credit Facility from time to time provided that the aggregate amount of credit extended by each Lender under the Credit Facility shall not at any time exceed the Individual Commitment of such Lender and further provided that the aggregate amount of credit outstanding under the Credit Facility shall not at any time exceed the amount of the Credit Facility. All credit requested under the Credit Facility shall be made available to the Borrower contemporaneously by all of the Lenders. Each Lender shall provide to the Borrower its Pro Rata Share of each credit, whether such credit is extended by way of drawdown, rollover or conversion. No Lender shall be responsible for any default by any other Lender in its obligation to provide its Pro Rata Share of any credit under the Credit Facility nor shall the Individual Commitment of any Lender be increased as a result of any such default of another Lender in extending credit under the Credit Facility. The failure of any Lender to make available to the Borrower its Pro Rata Share of any credit under the Credit Facility shall not relieve any other Lender of its obligation hereunder to make available to the Borrower its Pro Rata Share of such credit under the Credit Facility.

  • Loan Commitments Subject to the terms and conditions hereof,

  • SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.

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