Contracts; Compliance. 11 Section 2.15 Permits...............................................................................12 Section 2.16
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. Except as listed on Schedule 2.13 of the Disclosure Statement or as reflected on the Balance Sheet, DI is not a party to or bound by any written agreement or contract of the following types:
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:
Contracts; Compliance. Disclosed on Schedule 3.10 and 3.12 is a brief description of each material 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 the legal, valid and binding obligation of each Seller and is in full force and effect. The Sellers have performed all obligations required to be performed by them under each Contract and are not in breach or default, and are 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. Sellers are not currently renegotiating any Contract nor has the Sellers received any notice of non-renewal or price increase or sales or production allocation with respect to any Contract.
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. (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").
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 (v) involves the pending or former purchase or sale of any material business (each, a "Contract" and, collectively, the "Contracts"), but excluding (A) any Contract that is terminable with no continuing Liability by RLI on no greater than 60 days notice and (B) purchase orders entered into by RLI in the ordinary course of business. Schedule 2.14 discloses any outstanding stand-by letters of credit issued for the account of RLI in excess of $100,000, in any instance or in excess of $250,000 in the aggregate (the "Letters of Credit").
Contracts; Compliance. Disclosed on SCHEDULE 4.10 AND 4.12 is a brief description of each material contract, lease (aside from the 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 the legal, valid and binding obligation of Seller and is in full force and effect. The Seller has performed all material obligations required to be performed by it under each Contract 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. Seller is not currently renegotiating any Contract nor has the Seller received any notice of non-renewal or price increase or sales or production allocation with respect to any Contract.
Contracts; Compliance. (i) Each material Contract to which the Company or a Company Subsidiary is a party or by which any of their respective properties and assets is bound is valid, is in full force and effect and is enforceable against each party thereto in accordance with the express terms thereof, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, and (ii) the effect of rules of law governing the availability of specific performance and other equitable remedies. Neither the Company nor any Company Subsidiary, nor to the Company’s knowledge, the other parties thereto is in default under, in breach or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a breach, a violation or a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received written notice of a claim that it has breached, is in default under or that it is in violation of, any material Contract to which it is a party or by which it or any of its properties and assets is bound (whether or not such default or violation has been waived).
