Contracts; Compliance. 11 Section 2.15 Permits.......................................................11 Section 2.16
Contracts; Compliance. Except as listed on Schedule 2.10 hereto, Seller is not a party to nor bound by any contract or commitment, oral or written, formal or informal related to or affecting the Business, of the following types:
(a) mortgages, indentures, security agreements or other agreements and instruments relating to the borrowing of money, the extension of credit or the granting of liens or encumbrances;
(b) employment and consulting agreements;
(c) union or other collective bargaining agreements;
(d) powers of attorney;
(e) sales agency, manufacturers representative and distributorship agreements or other distribution or commission arrangements;
(f) licenses of patent, trade secrets, know-how, trademark, copyrights and other Intellectual Property;
(g) agreements, orders or commitments for the purchase of services, raw materials, supplies or finished products from any one supplier for an amount in excess of 100 million Won.
(h) agreements, orders or commitments for the sale of products or services for more than 100 million Won to any single purchaser;
(i) contracts or options relating to the sale by Seller of any asset of the Business, other than sales of inventory in the ordinary course of business;
(j) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation, accrued vacation pay, group insurance, welfare agreements or other plans, agreements, trusts or arrangements for the benefit of employees;
(k) agreements or commitments for capital expenditures which are not in the ordinary course of business or in excess of 6 billion Won for any single project;
(l) joint venture agreements;
(m) agreements requiring the consent of any party thereto to the consummation of the transactions contemplated hereby;
(n) agreements with any Affiliate;
(o) lease agreements under which it is either lessor or lessee;
(p) agreements, contracts or commitments for any charitable or political contribution;
(q) non-competition agreements;
(r) any foreign currency exchange or forward purchase agreements directly related to the Business;
(s) any agreements providing for indemnification or guaranty obligations of Seller with respect to the Business other than in the ordinary course of business having a potential cost in excess of 100 million Won;
(t) requirements agreements relating to obligations to purchase all or substantially all of any products as well as to supply all or substantially all of the products;
(u) any non-disclosure agreement; or
(v) other agreemen...
Contracts; Compliance. (a) Disclosed on Schedule 2.14 is a brief description of each contract, lease, indenture, mortgage, instrument, commitment or other agreement, arrangement or understanding, oral or written, formal or informal, to which DSI is a party with respect to which DSI has continuing Liability and that (i) involves the purchase, sale or lease of any asset, materials, supplies, inventory or services in excess of $150,000 per year, (ii) relates to the borrowing or lending of any money or guarantee of any obligation, (iii) limits the right of DSI to compete in any line of business or otherwise restricts any right DSI may have (excluding contracts that are terminable with no continuing Liability by DSI on thirty (30) days (or less) written notice), (iv) is an employment or consulting contract involving payment of compensation and benefits in excess of $100,000 per year or is not terminable at will by DSI; (v) involves the pending or former purchase or sale of any business; (vi) is with any Related Party; or (vii) was not entered into in the ordinary course (each, a "Contract" and collectively, the "Contracts"). Schedule 2.14 discloses any outstanding stand-by letters of credit issued for the account of DSI (the "Letters of Credit").
(b) Each Contract is a legal, valid and binding obligation of DSI and is in full force and effect. Except as disclosed on Schedule 2.14, DSI and, to the knowledge of the Principal Shareholders, each other party to each Contract has performed all obligations required to be performed by it thereunder and is not in breach or default, and is not alleged to be in breach or default, in any material respect thereunder, and no event has occurred and no condition or state of facts exists (or would exist upon the giving of notice or the lapse of time or both) that would become or cause a breach, default or event of default thereunder, which would give to any Person the right to cause such a termination or would cause an acceleration of any obligation thereunder. Except as disclosed on Schedule 2.14, DSI is not currently renegotiating any Contract nor has DSI received any notice of non-renewal or, except as provided in the Contract, price increase or sales or production allocation with respect to any Contract. The parties recognize that there are certain Contracts the existence and/or the terms of which cannot be disclosed to ADLT as a result of the nature thereof and that Schedule 2.14 discloses only general information with respect to such Contracts ...
Contracts; Compliance. Disclosed on Schedule 3.15, 3.21, 3.22, or 3.23 is a brief description of each contract, lease, indenture, mortgage, instrument, commitment or other agreement, arrangement or understanding, oral or written, formal or informal, to which National is a party or by which it or its assets may be affected and that (i) is material to the Business or National's assets or operations, individually or in the aggregate, (ii) involves the purchase, sale or lease of any asset, materials, supplies, inventory or services in excess of $10,000 per year, (iii) has an unexpired term of more than six months from the date hereof, taking into account the effect of any renewal options, (iv) relates to the borrowing or lending of any money or guarantee of any obligation (other than the guarantee represented by the endorsement of negotiable instruments presented for collection), (v) limits the right of National to compete in any line of business or otherwise restricts any right National may have, (vi) is an employment or consulting contract (vii) is with a Governmental Body or (viii) was not entered into in the ordinary course (each, a "Contract" and collectively, the "Contracts"). Each Contract is a legal, valid and binding obligation of National and is in full force and effect. National and, to the best knowledge of Stockholders, each other party to each Contract has performed substantially all obligations required to be performed by it thereunder and is not in breach or default, and is not alleged to be in breach or default, in any respect thereunder, and no event has occurred and no condition or state of facts exists (or would exist upon the giving of notice or the lapse of time or both) that would become or cause a breach, default or event of default thereunder, would give to any Person the right to cause such a termination or would cause an acceleration of any obligation thereunder. National is not currently renegotiating any Contract nor has National received any notice of non-renewal or price increase or sales or production allocation with respect to any Contract.
Contracts; Compliance. Disclosed on Schedule 3.10 and 3.12 is a brief description of each contract, lease, indenture, mortgage, instrument, commitment or other agreement, arrangement or understanding, oral or written, formal or informal, that is included in the Purchased Assets (each, a "Contract" and collectively, the "Contracts"). Each Contract is a legal, valid and binding obligation of each Seller who is a party thereto and is in full force and effect. Each Seller and each other party to each Contract has performed all obligations required to be performed by it thereunder and is not in breach or default, and is not alleged to be in breach or default, in any respect thereunder, and no event has occurred and no condition or state of facts exists (or would exist upon the giving of notice or the lapse of time or both) that would become or cause a breach, default or event of default thereunder, would give to any Person the right to cause such a termination or would cause an acceleration of any obligation thereunder. No Seller is currently renegotiating any Contract nor has any Seller received any notice of non-renewal or price increase or sales or production allocation with respect to any Contract.
Contracts; Compliance. (a) Disclosed on Schedule 2.14 is a list of each contract, lease, indenture, mortgage, instrument, commitment or other agreement, to which RLI is a party or by which it or its assets may be affected with respect to which RLI has continuing Liability and that (i) involves the purchase, sale or lease of any asset, materials, supplies, inventory or services in excess of $200,000 per year; (ii) relates to the borrowing or lending of any money or guarantee of any obligation in excess of $200,000; (iii) limits the right of RLI to compete in any line of business; (iv) is an employment or consulting contract involving the payment of compensation and benefits in excess of $100,000 per year; or
Contracts; Compliance. Disclosed on Schedule 4.13 is a brief description of each Contract (and all amendments thereto) that is material to the Business or the Purchased Assets. Schedule 4.13 separately identifies all outstanding offers and solicitations made to or by Seller that are material to the business. True and complete copies of all Contracts disclosed on Schedule 4.13 have been made available or promptly after the date hereof will be made available to Buyer. Each Contract disclosed on Schedule 4.13 is a legal, valid and binding obligation of Seller and is in full force and effect. Except as disclosed on Schedule 4.13, no Legal Approval or Consent is needed in order for the Contracts disclosed on Schedule 4.13 to continue in full force and effect under the same terms and conditions currently in effect following consummation of the Contemplated Transactions. To the knowledge of Seller, each Contract disclosed on Schedule 4.13 is a legal, valid and binding obligation of each other party to each Contract.
Contracts; Compliance. 17 3.14 PERMITS; COMPLIANCE WITH LAW........................................18 3.15
Contracts; Compliance. (a) Company is not in breach or default, and there is no basis for any claim or breach or default, under any Contract (whether written or oral) to which Company is a party or by which Company or any of its assets or properties are bound and, there exists no event or condition which (whether with or without notice, lapse of time, or both) could constitute a default thereunder, give rise to a right to accelerate, modify or terminate any provision thereof or give rise to any Encumbrance on its property or assets or a right to any additional or guaranteed payments; and to Seller’s Knowledge, no other party to any such Contract is in breach or default thereof.
(b) Each Contract listed on Schedule 3.15 is valid and in full force and effect and constitutes a legal, valid and binding obligation of Company and, to Seller’s Knowledge, the other parties thereto, enforceable in accordance with its terms, and will not cease to be valid and in full force and effect after the Closing Date; accurate and complete copies thereof, together with all amendments thereto, have been heretofore delivered to Purchaser.
Contracts; Compliance. Disclosed on Schedule 3.10 and 3.12 is a brief description of each contract, lease, indenture, mortgage, instrument, commitment or other agreement, arrangement or understanding, oral or written, formal or informal, that is included in the Transferred Assets (each, a "Contract" and collectively, the "Contracts"). Each Contract is a legal, valid and binding obligation of the Transferor and is in full force and effect. The Transferor and each other party to each Contract has performed all obligations required to be performed by it thereunder and is not in breach or default, and is not alleged to be in breach or default, in any respect thereunder, and no event has occurred and no condition or state of facts exists (or would exist upon the giving of notice or the lapse of time or both) that would become or cause a breach, default or event of default thereunder, would give to any Person the right to cause such a termination or would cause an acceleration of any obligation thereunder. Transferor is not currently renegotiating any Contract nor has the Transferor received any notice of non-renewal or price increase or sales or production allocation with respect to any Contract.
