Contracts; Debt Instruments. (a) Except for documents filed or listed as exhibits to the Company Reports filed since December 31, 2001, there are no contracts that are material to the business, properties, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole ("Company Material Contracts"). Neither the Company nor any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries and, to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity and except where the failure of any Company Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any Company Material Contract or result in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. (b) Set forth in Schedule 3.19(b) of the Company Disclosure Letter is, as of the date hereof, (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or its Subsidiaries in an aggregate principal amount in excess of $50,000,000 is outstanding or may be incurred, and (ii) the respective principal amounts outstanding thereunder as of February 21, 2003.
Appears in 2 contracts
Samples: Merger Agreement (Ocean Energy Inc /Tx/), Merger Agreement (Devon Energy Corp/De)
Contracts; Debt Instruments. (a) Except for documents filed or listed as exhibits to disclosed in Section 4.13(a) of the Company Reports filed since December 31, 2001Disclosure Letter, there are no contracts that are material to the business, properties, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole ("Company Material Contracts"). Neither the Company nor any of its the Company Subsidiaries is in violation of or in default under (nor nor, to the Knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would have not have or reasonably be expected to haveand could not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries a Company Subsidiary and, to the knowledge Knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and general principles of equity and except where (regardless of whether considered in a proceeding in equity or at law). To the failure Knowledge of any Company Material Contract to be a legalthe Company, valid and binding obligation and enforceable in accordance with its terms would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. No no condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries or, to the knowledge of the Company, a Company Subsidiary or any other party thereto under any Company Material Contract or result (other than due to consummation of the Offer or the Merger) in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. .
(b) Set forth in Schedule 3.19(bSection 4.13(b) of the Company Disclosure Letter is, as of the date hereof, is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness Indebtedness of the Company or its the Company Subsidiaries in an aggregate principal amount in excess of $50,000,000 100,000 is outstanding or may be incurred, and (ii) the respective principal amounts currently outstanding thereunder as of February 21, 2003thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Foilmark Inc), Merger Agreement (Illinois Tool Works Inc)
Contracts; Debt Instruments. (ai) Except for documents filed or listed as exhibits to the Company Reports filed since December 31, 2001, there are no contracts that are material to the business, properties, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole ("Company Material Contracts"). Neither the Company nor any of its Subsidiaries is, or has received any notice or has any knowledge that any other party is, or by virtue of the transactions contemplated hereby, will be, in default in any respect under any contract, agreement, commitment, arrangement, lease, policy or other instrument to which the Company or any of its Subsidiaries is in violation of a party or by which the Company or any such subsidiary is bound, except for those defaults which could not reasonably be expected, either individually or in default under (the aggregate, to have a Material Adverse Effect with respect to the Company; and, to the knowledge of the Company, there has not occurred any event, nor does there exist will this transaction by its terms cause the occurrence of any condition which event, that with the passage lapse of time or the giving of notice or both would cause constitute such a violation of default.
(ii) The Company has made available to Parent (x) true and correct copies (or default underaccurate English translations) any Company Material Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries and, to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity and except where the failure of any Company Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any Company Material Contract or result in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. (b) Set forth in Schedule 3.19(b) of the Company Disclosure Letter is, as of the date hereof, (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness (as defined in section 8.04) of the Company or any of its Subsidiaries in an aggregate principal amount in excess of $50,000,000 500,000 is outstanding or may be incurred, incurred and (iiy) accurate information regarding the respective principal amounts currently outstanding thereunder thereunder.
(iii) Except as set forth in Section 3.01(m)(iii) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition agreement or any other agreement nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against the Company or any of its Subsidiaries, that, following the Effective Time of the Merger, would impose any material restriction on the ability of Parent or any of its subsidiaries, now or hereafter acquired, (including the Company and its Subsidiaries) to conduct any of the businesses currently conducted by any of them or which purports to limit or restrict in any material respect the manner in which, or the geographic area in which, Parent or any of its subsidiaries (including the Company and its Subsidiaries) is entitled to conduct all or any material portion of the business of Parent, the Company or any of their subsidiaries.
(iv) Except as set forth in Section 3.01(m)(iv) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any agreement which, pursuant to the requirements of Form 10-K under the Exchange Act, would be required to be filed as an exhibit to an Annual Report on Form 10-K of the Company, except agreements included or incorporated by reference as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 or any Recent SEC Document.
(v) Set forth in Section 3.01(m)(v) of the Company Disclosure Schedule are all: (a)
(i) data supply and data processing contracts involving payments by the Company and its Subsidiaries in excess of $250,000 on an annualized basis, (ii) customer contracts between the Company or any of its Subsidiaries and third parties involving payments by customers exceeding $250,000 per annum; (b) contracts between the Company or any of its Subsidiaries, on the one hand, and any of their respective directors, officers, employees or affiliates or any former directors, officers, employees or affiliates, on the other hand involving payments in excess of $75,000 per annum; (c) joint venture and/or agreements and development agreements to which the Company or any of its Subsidiaries is a party; and (d) contracts between the Company or any of its Subsidiaries, on the one hand, and any of National Data Corporation, IMS Health Incorporated, or Source Informatics Inc., on the other hand.
(vi) Section 3.01(m)(vi) of the Company Disclosure Schedule lists all charter client and partner client agreements to or by which the Company or any of its Subsidiaries was a party or bound immediately prior to August 5, 1998, all of which have been transferred to IMS Health Incorporated.
(vii) As of the date hereof, with respect to each of its current customers, and as of February 21the date of the Effective Time of the Merger with respect to at least all of its current customers who accounted for at least 90% of the Company's revenue for the quarter ended September 30, 20031998, except as disclosed in Section 3.01(m)(vii) of the Company Disclosure Schedule, the Company has no knowledge that any such customer intends to terminate or otherwise modify its relationship with the Company or its Subsidiaries or to decrease or limit the services rendered or products sold by the Company or its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Quintiles Transnational Corp), Merger Agreement (Pharmaceutical Marketing Services Inc)
Contracts; Debt Instruments. (a) Except for documents filed or listed as exhibits to disclosed in Section 4.13(a) of the Company Reports filed since December 31, 2001Disclosure Letter, there are no contracts that are material Material Contracts or other significant agreements relating to the business, properties, assets, financial condition or results of operations business of the Company and its Subsidiaries taken as a whole ("Company Material Contracts"). Neither or any of the Company nor Subsidiaries. None of the Company or any of its the Company Subsidiaries is in violation of or in default under (nor nor, to the Knowledge of the Company, does there exist any condition which that with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that have not resulted in and would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries a Company Subsidiary and, to the knowledge Knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating affecting the enforcement of creditors’ rights generally and subject to creditors' rights and general principles of equity and except where the failure of any Company Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effectequity. No condition exists or event has occurred which that (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries a Company Subsidiary or, to the knowledge Knowledge of the Company, any other party thereto under any Company Material Contract or result (other than due to consummation of the Merger) in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. .
(b) Set forth in Schedule 3.19(bSection 4.13(b) of the Company Disclosure Letter is, as is a list of the date hereof, (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness Indebtedness of the Company or its any of the Company Subsidiaries in an aggregate principal amount in excess of $50,000,000 is outstanding or may be incurred, and (ii) the respective principal amounts outstanding thereunder thereunder, as of February 21May 31, 20032006.
(c) Except as set forth in Section 4.13(c) of the Company Disclosure Letter, none of the Company or any of the Company Subsidiaries is subject to the terms of any non-competition, exclusivity, right of first refusal, option or other agreement (including any area restrictions) that may restrict in any way the conduct or operations or future conduct or operations of the business of the Company or any of the Company Subsidiaries or the use of the Intellectual Property Rights of the Company or any Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Illinois Tool Works Inc), Merger Agreement (CFC International Inc)
Contracts; Debt Instruments. (a) Except for documents filed or listed as exhibits to disclosed in the Company Reports filed since December 31, 2001SEC Documents, there are is no contracts contract or agreement, written or oral that are is material to the business, condition (financial or otherwise), properties, assets, financial condition or results of operations of the Company or its Subsidiaries (a "Material Contract"); true, complete and correct copies of all such Material Contracts, or written summaries of oral agreements, have heretofore been furnished to Parent. For the purposes hereof, "Material Contracts" shall mean (i) all contracts that are considered to be "material" within the meaning of Item 601(b)(10) of Regulation S-K promulgated under the Securities Act of 1933, as amended, and the Exchange Act and (ii) all other agreements (whether or not material within the meaning of Regulation S-K) that (A) limit the ability of the Company to engage or compete in any business, whether or not such business is currently conducted by the Company, (B) obligate the Company or the other party or parties thereto to pay an amount in excess of $50,000 at one time or over a period of time, (C) provide for the employment of any individual by the Company or any of its Subsidiaries, (D) provide for the distribution of the Company's products, (E) provide for the license by or from the Company of any patents, copyrights, trademarks or other intellectual property, or (F) provide for the settlement or compromise of any litigation. All such Material Contracts are in full force and effect, and, to the Company's knowledge, the parties thereto other than the Company and its Subsidiaries taken as have complied and are complying with all of their obligations and are not in default under (nor, to the Company's knowledge, does there exist any condition which upon the passage of time or the giving of notice would reasonably be expected to cause such a whole ("Company violation of or default under) any of such Material Contracts"). Neither the Company nor any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which with upon the passage of time or the giving of notice or both would reasonably be expected to cause such a violation of or default under) any Company Material Contract loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations where such violation or defaults that default would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries and, to the knowledge of Effect on the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity and except where the failure of any Company Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any Company Material Contract or result in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. (b) Set forth in Schedule 3.19(b) of the Company Disclosure Letter is, as of the date hereof, (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or its Subsidiaries in an aggregate principal amount in excess of $50,000,000 is outstanding or may be incurred, and (ii) the respective principal amounts outstanding thereunder as of February 21, 2003.
Appears in 2 contracts
Samples: Merger Agreement (New Image Industries Inc), Merger Agreement (New Image Industries Inc)
Contracts; Debt Instruments. (ai) Except for documents filed or listed as exhibits Section 3.01(o)(i) of the Company Disclosure Schedule lists all defaults that, to the Company Reports filed Company's knowledge, currently exist, or that have existed at any time since December 31, 20011997, there are no contracts and all conditions which upon the passage of time or the giving of notice would cause a violation or default, under the Credit Agreement (as defined in Section 8.03) (collectively, "Credit Defaults"), and identifies each such Credit Default that are material currently exists and each such Credit Default with respect to the business, properties, assets, financial condition which a waiver or results of operations forbearance has been requested or obtained.
(ii) Except as disclosed in Sections 3.01(o)(i) and 3.02(o)(ii) of the Company and its Subsidiaries taken as a whole ("Company Material Contracts"). Neither Disclosure Schedule, neither the Company nor any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which with upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not have or reasonably be expected to havethat, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries and, to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity and except where the failure of any Company Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would could not have or reasonably be expected to have, individually or in the aggregate, (x) have a Company Material Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries or, to the knowledge of Effect on the Company, (y) impair the ability of the Company to perform its obligations under this Agreement in any other party thereto under material respect or (z) delay in any Company Material Contract material respect or result prevent the consummation of the transactions contemplated by this Agreement. The agreements described in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. (b) Set forth in Schedule 3.19(bSection 3.01(o) of the Company Disclosure Letter is, as Schedule are in full force and effect and are binding on the Company and each of the date hereof, Subsidiaries to the extent any such entity is a party thereto.
(iiii) a list The Company has made available to Parent (x) true and correct copies of the Credit Agreement and all other loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness Indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount in excess of $50,000,000 50,000 is outstanding or may be incurred, incurred and (iiy) accurate information regarding the respective principal amounts outstanding thereunder as of February 21the date hereof. For purposes of this Agreement,"Indebtedness" shall mean, 2003with respect to any Person, without duplication, (A) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (B) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (D) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such Person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such Person's business), (E) all capitalized lease obligations of such Person, (F) all obligations of others secured by a Lien on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (G) all obligations of such Person under interest rate or currency hedging transactions (valued at the termination value thereof), (H) all letters of credit issued for the account of such Person and (I) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person.
Appears in 1 contract
Contracts; Debt Instruments. (a) Except for documents filed or listed as exhibits to disclosed in SECTION 4.13(a) of the Company Reports filed since December 31, 2001Disclosure Letter, there are no contracts that are material to the business, properties, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole ("Company Material Contracts"). Neither the Company nor any of its the Company Subsidiaries is in violation of or in default under (nor nor, to the Knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would have not have or reasonably be expected to haveand could not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries a Company Subsidiary and, to the knowledge Knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and general principles of equity and except where (regardless of whether considered in a proceeding in equity or at law). To the failure Knowledge of any Company Material Contract to be a legalthe Company, valid and binding obligation and enforceable in accordance with its terms would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. No no condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries or, to the knowledge of the Company, a Company Subsidiary or any other party thereto under any Company Material Contract or result (other than due to consummation of the Offer or the Merger) in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. .
(b) Set forth in Schedule 3.19(bSECTION 4.13(b) of the Company Disclosure Letter is, as of the date hereof, is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness Indebtedness of the Company or its the Company Subsidiaries in an aggregate principal amount in excess of $50,000,000 100,000 is outstanding or may be incurred, and (ii) the respective principal amounts currently outstanding thereunder as of February 21, 2003thereunder.
Appears in 1 contract
Contracts; Debt Instruments. (a) Except for documents filed as disclosed in Section 4.13(a) or listed as exhibits to 4.15(h) of the Company Reports filed since December 31, 2001--------------- ------- Disclosure Letter, there are no contracts that are material Material Contracts relating to the business, properties, assets, financial condition or results of operations business of the Company and its Subsidiaries taken as a whole ("Company Material Contracts")Company. Neither the Company nor any of its the Company Subsidiaries is in violation of or in default under (nor does there exist any condition which with the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would have not have or reasonably be expected to haveand could not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries a Company Subsidiary and, to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and general principles of equity and except where the failure (regardless of any Company Material Contract to be whether considered in a legal, valid and binding obligation and enforceable proceeding in accordance with its terms would not have equity or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effectat law). No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries a Company Subsidiary or, to the knowledge of the Company, any other party thereto under any Company Material Contract or result (other than due to consummation of the Offer or the Merger) in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. .
(b) Set forth in Schedule 3.19(bSection 4.13(b) of the Company Disclosure Letter is, as of the date hereof, is (i) a --------------- list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness Indebtedness of the Company or its the Company Subsidiaries in an aggregate principal amount in excess of $50,000,000 150,000 is outstanding or may be incurred, and (ii) the respective principal amounts currently outstanding thereunder thereunder.
(c) Except as disclosed in Section 4.13(c) of February 21the Company Disclosure --------------- Letter, 2003neither the Company nor any of the Company Subsidiaries has entered into any Contract and there is no commitment, judgment, injunction, Order or decree to which the Company or any Company Subsidiary is a party or subject to that has or could reasonably be expected to have the effect of prohibiting or impairing the conduct of business by the Company or any Company Subsidiary or any Contract that may be terminable as a result of Parent's status as a competitor of any party to such Contract or arrangement. Except as disclosed in Section 4.13(c) of --------------- the Company Disclosure Letter, the Company and the Company Subsidiaries have not entered into any Contract under which the Company or any Company Subsidiary is restricted from selling, licensing or otherwise distributing any of their respective technology or products to, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of the market or line of business.
Appears in 1 contract
Samples: Merger Agreement (Ual Corp /De/)
Contracts; Debt Instruments. (ai) Except for documents filed or listed as exhibits Section 3.01(o)(i) of the Company Disclosure Schedule lists all defaults that, to the Company Reports filed Company's knowledge, currently exist, or that have existed at any time since December 31, 20011997, there are no contracts and all conditions which upon the passage of time or the giving of notice would cause a violation or default, under the Credit Agreement (as defined in Section 8.03) (collectively, "Credit Defaults"), and identifies each such Credit Default that are material currently exists and each such Credit Default with respect to the business, properties, assets, financial condition which a waiver or results of operations forbearance has been requested or obtained.
(ii) Except as disclosed in Sections 3.01(o)(i) and 3.02(o)(ii) of the Company and its Subsidiaries taken as a whole ("Company Material Contracts"). Neither Disclosure Schedule, neither the Company nor any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which with upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not have or reasonably be expected to havethat, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries and, to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity and except where the failure of any Company Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would could not have or reasonably be expected to have, individually or in the aggregate, (x) have a Company Material Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries or, to the knowledge of Effect on the Company, (y) impair the ability of the Company to perform its obligations under this Agreement in any other party thereto under material respect or (z) delay in any Company Material Contract material respect or result prevent the consummation of the transactions contemplated by this Agreement. The agreements described in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. (b) Set forth in Schedule 3.19(bSection 3.01(o) of the Company Disclosure Letter is, as Schedule are in full force and effect and are binding on the Company and each of the date hereof, Subsidiaries to the extent any such entity is a party thereto.
(iiii) a list The Company has made available to Parent (x) true and correct copies of the Credit Agreement and all other loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness Indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount in excess of $50,000,000 50,000 is outstanding or may be incurred, incurred and (iiy) accurate information regarding the respective principal amounts outstanding thereunder as of February 21the date hereof. For purposes of this Agreement,"Indebtedness" shall mean, 2003.with respect to any Person, without duplication, (A)
Appears in 1 contract
Contracts; Debt Instruments. (a) Except for documents filed or listed as exhibits to set forth on the Company Reports filed since December 31, 2001Disclosure Schedule, there are is no contracts contract or agreement that are is material to the business, condition (financial or otherwise), properties, assets, financial condition or results of operations or prospects of the Company; true, complete and correct copies of all such material contracts and agreements have heretofore been furnished or made available to FORE. All such material contracts and agreements are in full force and effect and enforceable in accordance with their respective terms, and, to the best knowledge of the Company and its Subsidiaries taken as a whole ("Company Material Contracts"). Neither the Management Shareholders, the parties thereto other than the Company have complied, and are complying, with all of their material obligations and are not in material violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a material violation of or default under) any of its Subsidiaries such material contracts or agreements. The Company is not in violation of or in default under (nor does there exist any condition which with upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is in full force and effect, and is a legal, valid and binding obligation of the Company or one of its Subsidiaries and, to the knowledge of the Company, each of the other parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity and except where the failure of any Company Material Contract to be a legal, valid and binding obligation and enforceable in accordance with its terms would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. No condition exists or event has occurred which (whether with or without notice or lapse of time or both) would constitute a default by the Company or one of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any Company Material Contract or result in a right of termination of any Company Material Contract, except for any condition or event that would not have or reasonably be expected to have, individually or in the aggregate, a Company Adverse Effect. .
(b) Set forth in Schedule 3.19(b) of on the Company Disclosure Letter is, as of the date hereof, Schedule is (i) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or its Subsidiaries in an aggregate principal amount in excess of $50,000,000 is outstanding or may be incurred, incurred and (ii) the respective principal amounts currently outstanding thereunder thereunder. For purposes of this Agreement, "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of February 21property or services (excluding obligations of such person to creditors for raw materials, 2003inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person and (J) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.
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