Common use of Contracts; Compliance Clause in 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.

Appears in 2 contracts

Samples: Merger Agreement (Balanced Care Corp), Merger Agreement (Balanced Care Corp)

AutoNDA by SimpleDocs

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 the Company is a party or by which it or its assets may be affected and that (i) is material to the Business or Nationalthe Company'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 the Company to compete in any line of business or otherwise restricts any right National the Company 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 the Company and is in full force and effect. National The Company and, to the best knowledge of StockholdersSeller, 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 The Company is not currently renegotiating any Contract nor has National the Company received any notice of non-renewal or price increase or sales or production allocation with respect to any Contract.

Appears in 1 contract

Samples: Stock Purchase Agreement (Balanced Care Corp)

AutoNDA by SimpleDocs

Contracts; Compliance. Disclosed on Schedule 3.15, 3.21, 3.22, 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 the Company is a party or by which it or its assets may be affected and that (i) is material to the Business or Nationalof the Company'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 10,000.00 per year, (iii) has an unexpired term of more than six (6) 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)obligation, (v) limits the right of National the Company to compete in any line of business or otherwise restricts any the right National that the Company may have, (vi) is an employment or consulting contract involving payment of compensation and benefits in excess of $10,000.00 per year, (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 the Company and is in full force and effect, except for an unconfirmed sales order or purchaser order. National and, to the best knowledge of Stockholders, The Company and 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 The Company is not currently renegotiating any Contract nor has National the Company received any notice of non-renewal or price increase or sales or production or import quota allocation with respect to any Contract. Company shall terminate all commission and royalty agreements, if any, effective as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pietrafesa Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.