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.
(b) Except for the approval by the requisite vote of holders of Alliance Common Stock, the governmental approvals referred to in Section 4.4 and as set forth in Section 4.17 to the Alliance Disclosure Schedule, no consent, permission, acquiescence, approval, or authorization of or by any third party is required to permit Alliance and Alliance Bank to consummate the transactions contemplated hereby, and for Eagle and the Eagle Subsidiaries to have full use and enjoyment of each asset of Alliance and the Alliance Subsidiaries.
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. (a) Except as may otherwise be provided and identified in any of the Contracts listed in Part 2.8(a) of the Disclosure Schedule, no Contract contains a "most favored nations" provision. To the Knowledge of Seller, Seller has delivered to the Purchaser accurate and complete copies of each Contract identified in Part 2.8(a) of the Disclosure Schedule. Subject to Part 2.8(b) of the Disclosure Schedule, each such Contract, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, is valid and in full force and effect, and is enforceable by the Acquired Companies in accordance with its terms subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief or other equitable remedies.
(b) Except as set forth in Part 2.8(b) of the Disclosure Schedule, to the Knowledge of Seller:
(i) no Acquired Company has materially violated, Breached, declared or committed any material default under any IP Contract or material Company Contract, and, to the Knowledge of Seller, no other Person has materially violated, Breached, declared or committed any material default under any IP Contract or Company Contract;
(ii) no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) can reasonably be expected to, (A) result in a material violation or material Breach of any of the provisions of any IP Contract or Company Contract, (B) give any Person the right to declare a material default or exercise any remedy under any IP Contract or Company Contract, (C) give any Person the right to accelerate the maturity or performance of any IP Contract or Company Contract, or (D) give any Person the right to cancel, terminate or materially modify any IP Contract or Company Contract; and
(iii) none of the Acquired Companies has waived any of its material rights under any IP Contract or Company Contract, except as disclosed in the Disclosure Schedule.
(c) Part 2.8(c) of the Disclosure Schedule identifies each Consent required to be obtained by the Seller and each notice required to be made by the Seller or the Acquired Companies to any Person for (i) the transfer of the LLC Interests to the Purchaser at the Closing, (ii) the avoidance, upon transfer of the LLC Interests to the Purchaser at the Closing, of any of the circumstances set forth in Section 2.8(b)(ii)(A)-(D)...
Contracts; Consents. (a) Except as set forth on Section 4.16 of the Colombo Disclosure Schedule, Colombo is not a party to, and no property or assets of Colombo is subject to any contract, agreement, commitment, lease, sublease, license, arrangement, understanding or instrument (other than Loans) calling for payments in excess of $25,000 over the term of the contract or in any year, or pursuant to which Colombo may sell Loans originated for purposes of sale (collectively “Material Contracts”). Except as set forth on Section 4.16 of the Colombo Disclosure Schedules, each such Material Contract is valid and in full force and effect, and Colombo, and 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 4.10 to the Colombo 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, except as disclosed in Section 4.16 of the Colombo Disclosure Schedule.
(b) Except for the approval by the requisite vote of holders of Colombo Common Stock, the governmental approvals referred to in Section 4.4 and as set forth in Section 4.16 to the Colombo Disclosure Schedule, no consent, permission, acquiescence, approval, or authorization of or by any third party is required to permit Colombo to consummate the transactions contemplated hereby, and for FVCbank to have full use and enjoyment of each asset of Colombo.
Contracts; Consents. Mixman shall have delivered to Beatnik executed ------------------ consents to the Merger from the parties to the Mixman Contracts marked with an asterisk on item 3.11 of the Mixman Disclosure Schedule.
Contracts; Consents. Seller shall use its best efforts to transfer to Buyer at Closing all of the Contracts with all necessary consents.
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. 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.
