Contracts; Consents. (a) Neither Alliance nor Alliance Bank is a party to, and no property or assets of Alliance or Alliance Bank is subject to any contract, agreement, commitment, lease, sublease, license, arrangement, understanding or instrument (other than Loans) calling for payments in excess of $75,000 over the term of the contract or in any year (“Material Contract”). Each such Material Contract is valid and in full force and effect, and Alliance and Alliance Bank, and to the knowledge of Alliance and Alliance Bank, all other parties thereto have in all material respects performed all obligations thereunder required to be performed to date, and are not in material default. Each Material Contract, and each lease or sublease of real property reflected in Section 4.11 to the Alliance Disclosure Schedule, is assumable and assignable without consent of the other party thereto and does not contain any provision increasing or accelerating payments otherwise due, or changing or modifying the provisions or terms of such Material Contract or lease as a result of this Agreement or the transactions contemplated hereby.
Contracts; Consents. The Borrower shall have received all material consents and authorizations required pursuant to any material Contractual Obligation with any other Person and shall have obtained all material consents and authorizations of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be necessary to allow the Borrower to lawfully and without risk of rescission, execute, deliver and perform, in all material respects, its obligations under this Amendment.
Contracts; Consents. Without the consent of Nations, prior to the Closing, (i) the Company shall not terminate or otherwise modify or amend any of its Contracts, and (ii) the Company shall use its reasonable best efforts to obtain and receive consents to the transactions contemplated hereby and waivers of rights to terminate or modify any rights or obligations of the Company from any Person(s) from whom such consent or waiver is required under any Contract to which the Company or the Purchased Assets are bound (including the Customer Contracts, the Assumed Contracts, the Equipment Leases and the Real Property Leases) as of a date not more than ten (10) days prior to the Closing Date, or who, as a result of the transactions contemplated hereby, would have such rights to terminate or modify such contracts, either by the terms thereof or as a matter of law.
Contracts; Consents. Sub is not a party to any contracts or agreements other than this Agreement. There are no consents or approvals of third parties, Governmental Entities or otherwise required for Seller and Sub to sell, assign or transfer the Acquired Assets to Buyer or to provide Buyer with the full enjoyment of such Acquired Assets.
Contracts; Consents. With respect to the Contracts: (i) if approved by Buyer during the Inspection Period, such Contracts shall be assigned to Buyer at Closing; (ii) if disapproved by Buyer, then at or prior to Closing Seller shall so terminate such Contracts and provide evidence of the same to Buyer on or before Closing. To the extent required, Seller shall obtain the consent to the assignment and assumption from each Contract vendor.
Contracts; Consents. (a) Neither Fidelity nor F&T Bank is a party to, and no property or assets of Fidelity or F&T Bank is subject to any contract, agreement, commitment, lease, sublease, license, arrangement, understanding or instrument (other than Loans) calling for payments in excess of $100,000 over the term of the contract or in any year (“Material Contract”). Each such Material Contract is valid and in full force and effect, and all parties thereto have in all material respects performed all obligations thereunder required to be performed to date, and are not in material default. Each Material Contract, and each lease of real property reflected in Section 4.10 to the Fidelity Disclosure Schedule, is assumable and assignable without consent of the other party thereto and does not contain any provision increasing or accelerating payments otherwise due, or changing or modifying the provisions or terms of such Material Contract as a result of this Agreement or the transactions contemplated hereby.
Contracts; Consents. (A) Part 2.12(a) of the Disclosure Schedule identifies each Castleworks Contract and E-Focus Contract, except for any Excluded Contract. Seller has delivered to the Purchaser accurate and complete copies of each Castleworks Contract and each E-Focus Contract identified in Part 2.12(a) of the Disclosure Schedule, including all amendments thereto. The Castleworks Contracts and the E-Focus Contracts are all of the Contracts necessary for the conduct of Castleworks' and E-Focus' business as such business has been conducted and is currently being conducted. Each Castleworks Contract and each E-Focus Contract is valid and in full force and effect, and is enforceable by Castleworks or E-Focus in accordance with its terms.
Contracts; Consents. Exhibit 10, attached to this Agreement, contains true and correct lists, with copies when available, of all material oral and written contracts or arrangements obligating Company, including without limitation, union contracts, guarantees, bids, commitments, joint venture or partnership agreements, contracts with municipalities and other governmental entities, pledges and other security agreements, and copies of standard form customer contracts. For purposes of this Paragraph 2.14, the term "material contract" means: (a) one that, if in the ordinary course of business, obligates Company in an amount in excess of $1,000, or if the aggregate total of all contracts from like transactions exceeds such amount; and (b) one that, if not in the ordinary course of business, obligates Company in an amount in excess of $1,000, or if the aggregate total of all such contracts for like transactions exceeds such amount. Exhibit 10 also includes the aggregate dollar value of all contracts that do not exceed such limits. Purchaser shall have the right to review any nonmaterial contract upon request. Except as set forth in Exhibit 10, Company is not a party to, nor are Company's assets and properties bound by, any distributor's or manufacturer's representative, agency agreement, output or requirements agreement, agreement not entered into in the ordinary course of business, indenture, mortgage, deed of trust, lease, or any agreement that is unusual in nature, duration, or amount. There is no default or event that with notice, lapse of time, or both will constitute a default by any party to any of the material contracts listed in Exhibit 10. Company has not received any notice that any party to any of the contracts listed in Exhibit 10 intends to cancel or terminate any of the contracts or to exercise or not exercise any options under any of the contracts. Neither Seller nor Company is a party to, nor are Company's assets or properties bound by, any contract that is materially adverse to the business, property, or financial condition of Company. Exhibit 10 also sets forth a list of all persons or entities whose consents are required to be obtained under any contract with respect to the consummation of this transaction by Seller. There are no other consents or approvals required from any other third party with respect to this transaction.
Contracts; Consents. Except as disclosed in Schedule 7.16, KBank is not a party to, and no property or assets of KBank is subject to any contract, agreement, lease, sublease, license, arrangement, understanding, or instrument calling for payments in excess of $25,000 over the term of the contract or in any year (“Material Contract”). Each such Material Contract is valid and in full force and effect, and all parties thereto have in all material respects performed all obligations thereunder required to be performed to date, and are not in material default. Except as disclosed in Schedule 7.16, each Material Contract is assumable and assignable in connection with the Merger Transaction without consent of the other party thereto and does not contain any provision, increasing or accelerating payments otherwise due, or changing or modifying the provisions or terms of such Material Contract as a result of this Agreement or the transactions contemplated hereby. Except for the governmental approvals referred to in Section 7.4 and as set forth on Schedule 7.16, no consent, permission acquiescence, approval, or authorization of or by any third party is required to permit KBank to consummate the transactions contemplated hereby.
Contracts; Consents. (a) Except as disclosed in Schedule 8.15, HFS is not a party to, and no property or assets of HFS is subject to any contract, agreement, lease, sublease, license, arrangement, understanding, or instrument calling for payments in excess of $25,000 over the term of the contract or in any year (“Material Contract”). Each such Material Contract is valid and in full force and effect, and all parties thereto have in all material respects performed all obligations thereunder required to be performed to date, and are not in material default. Except as disclosed in Schedule 8.15, each Material Contract is assumable and assignable without consent of the other party thereto and does not contain any provision, increasing or accelerating payments otherwise due, or changing or modifying the provisions or terms of such Material Contract as a result of this Agreement or the transactions contemplated hereby. Except for the governmental approvals referred to in Section 7.4 and as set forth on Schedule 8.15, no consent, permission acquiescence, approval, or authorization of or by any third party is required to permit HFS to consummate the transactions contemplated hereby.
