Contracts; Defaults. Except as set forth on Schedule 3.16, the Company is not a party to or bound by, nor are any of the shares of Company Common Stock or any of the Company's assets or properties subject to, or bound by, whether or not in writing, any of the following:
(i) partnership or joint venture agreement;
(ii) guaranty or suretyship, indemnification or contribution agreement or performance bond;
(iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another;
(iv) contract to purchase real property;
(v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $20,000 and which is not terminable on thirty (30) days' notice or without penalty;
(vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an officer, director, employee, stockholder or Affiliate of the Company or any Stockholder;
(vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $20,000 in the aggregate, except in the ordinary course of business;
(viii) powers of attorney;
(ix) contracts containing non-competition covenants;
(x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or services;
(xi) agreements regarding clinical research;
(xii) agreements with Payors an contracts to provide optometric or health care services;
(xiii) agreements with Optometrist Employees to provide eye care services on behalf of the Company; or
(xiv) any other agreement or commitment in excess of $20,000 not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company.
Contracts; Defaults. (i) Except as set forth on UNB Disclosure Schedule 5.03(k), UNB is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K or (ii) that materially restricts the conduct of business by UNB. Except as set forth on UNB Disclosure Schedule 5.03(k), UNB is not in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by UNB is currently outstanding. UNB Disclosure Schedule 5.03(k) also sets forth a true and complete list of all third party consents or waivers required to be obtained so as not to be in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which UNB is a party as a result of the transaction contemplated hereby.
(ii) UNB is not party to any oral or written (A) consulting agreement not terminable on 30 days’ or less notice, (B) agreement with any executive officer or other key employee of UNB the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving UNB of the nature contemplated by this Agreement, (C) agreement with respect to any employee of UNB providing any term of employment or compensation guarantee, (D) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (E) agreement which requires the payment of referral fees or commissions or other fees in connection with deposits, loans or any other business, (F) agreement containing covenants that limit the ability of UNB to compete in any line of business or with any person, or that involv...
Contracts; Defaults. (i) Section 5.03(j) of Auto Club Trust’s Disclosure Schedule contains a complete and accurate list of: (A) each contract that involves performance of services or delivery of goods or materials by Auto Club Trust of an amount or value in excess of $2,500 over the next twelve months; (B) each contract that was not entered into in the ordinary course of business and that involves expenditures or receipts of Auto Club Trust in excess of $2,500 over the next twelve months; (C) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $2,500 and with terms of less than one year); (D) each licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the intellectual property of Auto Club Trust or any of its subsidiaries; and (E) each contract providing for payments to or by any Person based on sales, purchases, or profits.
(ii) Except for this Agreement, Auto Club Trust is not a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any way the conduct of business (including without limitation a non-compete or similar provision). Auto Club Trust is not in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound, or under which it or its respective assets, business, or operations receive benefits, and, to the knowledge of Auto Club Trust, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.
Contracts; Defaults. Schedule 4.11 contains an accurate and complete list of all of the Contracts currently in effect except for those set forth in another Schedule hereto. Each Contract is a valid, binding and enforceable obligation of Seller and, to the knowledge of Seller, the other party or parties thereto and each Contract is in full force and effect. Neither Seller, nor, to the knowledge of Seller, any other party thereto, is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other agreement by which the Purchased Assets or the Business may be bound or affected or under which such assets, business or operations receive benefits, and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such an event of default thereunder.
Contracts; Defaults. (i) Attached hereto as Exhibit D is a complete and accurate list of the following which has been communicated by JBCC as part of the Previously Disclosed Information: (A) each contract that involves performance of service or delivery of goods or materials by the JBCC of an amount or value in excess of $5,000 over the twelve (12) months following the date of this Agreement; (B) each contract that was not entered into in the ordinary course of business and that involves expenditures or receipts of the JBCC in excess of $5,000 over the twelve (12) months following the date of this Agreement; (C) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property; (D) each licensing agreement or other contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the intellectual property of JBCC; (F) each contract providing for payments to or by any Person to JBCC based on sales or purchases.
(ii) Except as set forth in Exhibit E and excluding this Agreement, the Respective Party is not a party to, bound by or subject to any Agreement, contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any way its freedom to engage in any type of business activity for which an Ohio not-for-profit entity us authorized to engage under Ohio law. To the Knowledge of the Respective Party, it is not in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations are bound, except for any such defaults as neither individually nor in the aggregate will result in a Material Adverse Effect on the operations of the Respective Party, and, to the knowledge of the Respective Party, there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.
Contracts; Defaults. Neither Sterling nor any of its Subsidiaries is a party to, bound by or subject to any written or oral:
(i) Contract that involves performance of services (other than with respect to loans or deposits made in the Ordinary Course of Business) or delivery of goods or materials by Sterling or its Subsidiaries of an amount or value in excess of $15,000;
(ii) Contract that involves performance of services or delivery of goods or materials to Sterling or its Subsidiaries of an amount or value in excess of $15,000; F5856N.597 Y 2:10/16/98
(iii) Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of Sterling or its Subsidiaries in excess of $15,000;
(iv) Lease, rental or occupancy agreement, license, installment and conditional sale agreement, or other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $15,000 and with terms of less than one year);
(v) Licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former Representatives regarding the appropriation or the non-disclosure of any of any intellectual property assets;
(vi) Joint venture, partnership, or other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by Sterling or its Subsidiaries with any other Person;
(vii) Contract containing covenants that in any way purport to restrict the business activity of Sterling or its Subsidiaries or limit the freedom of Sterling or its Subsidiaries to engage in any line of business or to compete with any Person;
(viii) Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(ix) Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Sterling or its Subsidiaries to be responsible for consequential damages;
(x) Contract for capital expenditures in excess of $15,000;
(xi) Written warranty, guaranty, or other Contract with respect to contractual performance extended by Sterling or its Subsidiaries other than in the Ordinary Course of Business;
(xii) Contract with any Representative the benefits of which are contingent, ...
Contracts; Defaults. Schedule 4.11 contains an accurate and complete list of all of the contracts, agreements and commitments of whatever nature or description, whether oral or written, to which any Company is a party or by which any Company or the Company Assets are bound (collectively, the “Contracts”) except for (a) those set forth in another Schedule hereto, (b) those Contracts or groups of related Contracts with the same party which involve aggregate payments to or expenditures by the Companies of less than $10,000 and can be terminated by any Company at any time on thirty days’ written notice or less without Liability to, or any further obligation on the part of, any Company, and (c) those Contracts with customers of Target which are substantially in the form of the standard agreement attached hereto as Exhibit A to Schedule 4.11 which involve aggregate payments to the Companies of less than $30,000. Schedule 4.11 further sets forth all such contracts and agreements which would be required to be disclosed in Schedule 4.11 if they had been executed prior to the Closing Date currently in negotiation or proposed by any Company. Each Contract is a valid, binding and enforceable obligation of one of the Companies and, to Target’s knowledge, the other party or parties thereto and each Contract is in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. Except as set forth on Schedule 4.11, no Company, nor, to Target’s knowledge, any other party thereto, is in default under any Contract and, to Target’s knowledge, there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such an event of default thereunder.
Contracts; Defaults. (a) Section 3.7(a) of the Seller Disclosure Schedule sets forth a true and correct list (organized by reference to the subsections hereof) of each Contract in effect as of the date of this Agreement that is of a type described below, except to the extent such Contract is listed on Section 3.8, Section 3.9(a), Section 3.12, Section 3.16(a)(iii) or Section 3.19 of the Seller Disclosure Schedule (each Contract listed on 62587121_2 SV\1145690.24 Section 3.7(a), Section 3.8, Section 3.9(a), Section 3.12, Section 3.16(a)(iii) or Section 3.19 of the Seller Disclosure Schedule, a “Material Contract”):
(i) any Contract (or group of related agreements) relating to the purchase or sale of materials, commodities, supplies, goods or equipment or receipt of services (excluding any Benefit Plan) pursuant to which (x) the Company or any of its Subsidiaries paid to any Person, or any Person paid to the Company or any of its Subsidiaries, an aggregate amount in excess of two hundred and fifty thousand dollars ($250,000) during the fiscal year ended December 31, 2012, or (y) the Company or any of its Subsidiaries is obligated or is expected to pay any Person, or any Person is obligated or is expected to pay to the Company or any of its Subsidiaries, an aggregate amount in excess of two hundred and fifty thousand dollars ($250,000) during the fiscal year ending December 31, 2013 or any future fiscal year, except if such Contract is terminable by the Company or any of its Subsidiaries on no greater than sixty (60) days’ notice without cost or penalty to the Company or any of its Subsidiaries;
(ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates any personal property owned by any other party, which involves annual payments of greater than two hundred and fifty thousand dollars ($250,000) or group of such Contracts with the same Person which involve consideration in excess of two hundred and fifty thousand dollars ($250,000) in the aggregate;
(iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate any personal property owned or controlled by it which involves consideration in excess of two hundred and fifty thousand dollars ($250,000) or group of such Contracts with the same Person which involve consideration in excess of two hundred and fifty thousand dollars ($250,000) in the aggregate;
(iv) any Contract relating to an acquisition by the Company or any of its Subsidiari...
Contracts; Defaults. Except as set forth on EWBC Disclosure Schedule 5.05(p), neither EWBC nor any of its Subsidiaries are parties to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) that materially restricts the conduct of business by EWBC or its Subsidiaries. Except as set forth on EWBC Disclosure Schedule 5.05(p), EWBC and its Subsidiaries are not in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which they are parties, by which their assets, business, or operations may be bound or affected, or under which they or their assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by EWBC and its Subsidiaries is currently outstanding. EWBC Disclosure Schedule 5.05(p) also sets forth a true and complete list of all third party consents or waivers required to be obtained so as not to be in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which EWBC and its Subsidiaries are parties as a result of the transaction contemplated hereby.
Contracts; Defaults. (a) Schedule 4.11(a) contains an accurate and complete list of all of the Material Company Contracts other than the Designated Company Contracts and those Company Contracts set forth in another Schedule hereto. The “Material Company Contracts” are those Company Contracts:
(i) which requires aggregate payments by either Company having a value in excess of $20,000;
(ii) which requires aggregate payments to either Company, or involve an unperformed commitment or services of either Company having a value, in excess of $50,000;
(iii) pursuant to which either Company has made or will make loans or advances, or has or will incur debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another;
(iv) which is an indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing;
(v) involving a partnership, joint venture or other cooperative undertaking;
(vi) which is a power of attorney or agency agreement or written arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of either Company;
(vii) which contain warranties regarding the operation in conformance with specifications of software and hardware products sold or licensed by either Company, which warranties are still in effect on the date hereof and other than warranties in substantially the form attached hereto as Exhibit Q;
(viii) which provides for the acquisition, directly or indirectly (by merger or otherwise), of material assets (whether tangible or intangible) or the capital stock of another Person;
(ix) which is an employment, consulting or professional advisor agreement;
(x) which cannot be terminated without penalty, payment or other Liability in excess of $10,000 on no more than sixty (60) calendar days’ notice, other than the sale of inventory or licenses of either Company’s products to either Company’s customers, in either case in the ordinary course of business, consistent with past practices;
(xi) which involves the sale, issuance or repurchase of any capital stock or securities of either Company or the securities of any other Person, which is to be performed after the date of this Agreement;
(xii) with any Government or Governmental Authority, other than Company Contracts with any Government or Governmental Authority related solely to the purchase or license from either Company by such ...
