Common use of Contracts, etc Clause in Contracts

Contracts, etc. (a) Set forth on Section 3.20 of Parent Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments, both oral and written, to which Parent is a party or by which Parent or its properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to Parent which is material to the business of Parent taken as a whole; (ii) each agreement that restricts the operation of the business of Parent or the ability of Parent to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent taken as a whole of any real or tangible personal property or assets; (iv) each agreement under which services are provided by Parent to any material customer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Parent), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); (vi) each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of Parent's capital stock; (viii) each agreement to make unpaid capital expenditures in excess of $25,000; (ix) each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other instrument commonly referred as a "poison pill." A complete and correct copy of each written agreement, lease or other type of document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 3.20(a) has been previously delivered to the Company. (b) Each agreement, lease or other type of document required to be disclosed pursuant to Sections 3.13, 3.14 or 3.20(a) to which Parent is a party or by which Parent or its properties or assets are bound (collectively, the "Parent Contracts"), except those Parent Contracts the loss of which could reasonably be expected to not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Parent in accordance with its terms. Parent is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Contracts, and, to the best of Parent's knowledge, no other party to any of the Parent Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Contracts, where such breach or default could reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which Parent is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth on Section 3.20 of Parent Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments, both oral and written, to which Parent is a party or by which Parent or its properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to Parent which is material to the business of Parent taken as a whole; (ii) each agreement that restricts the operation of the business of Parent or the ability of Parent to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent taken as a whole of any real or tangible personal property or assets; (iv) each agreement under which services are provided by Parent to any material customer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Parent), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); (vi) each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of Parent's ’s capital stock; (viii) each agreement to make unpaid capital expenditures in excess of $25,00025,000 in the aggregate; (ix) each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other instrument commonly referred as a "“poison pill." ” A complete and correct copy of each written agreement, lease or other type of document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 3.20(a) has been previously delivered to the Company. (b) Each agreement, lease or other type of document required to be disclosed pursuant to Sections 3.13, 3.14 or 3.20(a) 3.20 to which Parent is a party or by which Parent or its properties or assets are bound (collectively, the "“Parent Contracts"”), except those Parent Contracts the loss of which could reasonably be expected to not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Parent in accordance with its terms. Parent is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Contracts, and, to the best of Parent's ’s knowledge, no other party to any of the Parent Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Contracts, where such breach or default could reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which Parent is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth on Section 3.20 2.20 of Parent the Company Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments, both oral and written, to which Parent the Company is a party or by which Parent Company or its properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to Parent the Company which is material to the business of Parent the Company taken as a whole; (ii) each agreement that restricts the operation of the business of Parent the Company or the ability of Parent the Company to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent taken as a whole the Company of any real or tangible personal property or assets; (iv) each agreement under which services are provided by Parent the Company to any material customer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Parentthe Company), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); (vi) each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of Parent's the Company’s capital stock; (viii) each agreement to make unpaid capital expenditures in excess of $25,00025,000 in the aggregate; (ix) each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other instrument commonly referred as a "“poison pill." ” A complete and correct copy of each written agreement, lease or other type of document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 3.20(a2.20(a) has been previously delivered to the CompanyParent. (b) Each agreement, lease or other type of document required to be disclosed pursuant to Sections 3.132.13, 3.14 2.14 or 3.20(a2.20(a) to which Parent the Company is a party or by which Parent the Company or its properties or assets are bound (collectively, the "Parent “Company Contracts"”), except those Parent Company Contracts the loss of which could reasonably be expected to not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Parent the Company in accordance with its terms. Parent The Company is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Company Contracts, and, to the best of Parent's knowledgethe knowledge of the Company and each of the Company Shareholders, no other party to any of the Parent Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Company Contracts, where such breach or default could reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which Parent the Company is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth on Section 3.20 of Parent Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments, both oral and written, to which Parent is a party or by which Parent or its properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to Parent which is material to the business of Parent taken as a whole; (ii) each agreement that restricts the operation of the business of Parent or the ability of Parent to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent taken as a whole of any real or tangible personal property or assets; (iv) each agreement under which services are provided by Parent to any material customercus tomer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Parent), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); (vi) each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of Parent's capital stock; (viii) each agreement to make unpaid capital expenditures in excess of $25,000; (ix) each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other instrument commonly referred as a "poison pill." A complete and correct copy of each written agreement, lease or other type of document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 3.20(a) has been previously delivered made available to the Company. (b) Each agreement, lease or other type of document required to be disclosed pursuant to Sections 3.13, 3.14 or 3.20(a) to which Parent is a party or by which Parent or its properties or assets are bound (collectively, the "Parent Contracts"), except those Parent Contracts the loss of which could reasonably be expected to not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Parent in accordance with its terms. Parent is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Contracts, and, to the best of Parent's knowledge, no other party to any of the Parent Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Contracts, where such breach or default could reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which Parent is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth on Section 3.20 2.20 of Parent the Company Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments, both oral and written, to which Parent the Company is a party or by which Parent Company or its properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to Parent the Company which is material to the business of Parent the Company taken as a whole; (ii) each agreement that restricts the operation of the business of Parent the Company or the ability of Parent the Company to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent the Company taken as a whole of any real or tangible personal property or assets; (iv) each agreement under which services are provided by Parent the Company to any material customer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Parentthe Company), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); (vi) each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of Parentthe Company's capital stock; (viii) each agreement to make unpaid capital expenditures in excess of $25,000; (ix) each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other instrument commonly referred as a "poison pill." A complete and correct copy of each written agreement, lease or other type of document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 3.20(a2.20(a) has been previously delivered to the CompanyParent. (b) Each agreement, lease or other type of document required to be disclosed pursuant to Sections 3.132.13, 3.14 2.14 or 3.20(a2.20(a) to which Parent the Company is a party or by which Parent the Company or its properties or assets are bound (collectively, the "Parent ContractsCOMPANY CONTRACTS"), except those Parent Company Contracts the loss of which could reasonably be expected to not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Parent the Company in accordance with its terms. Parent The Company is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Company Contracts, and, to the best of Parent's knowledgethe knowledge of the Company and each of the Company Shareholders, no other party to any of the Parent Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Company Contracts, where such breach or default could reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which Parent the Company is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth on Section 3.20 2.20 of Parent the Company Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments, both oral and written, to which Parent the Company is a party or by which Parent Company or its properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to Parent the Company which is material to the business of Parent the Company taken as a whole; (ii) each agreement that restricts the operation of the business of Parent the Company or the ability of Parent the Company to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent taken as a whole the Company of any real or tangible personal property or assets; (iv) each agreement under which services are provided by Parent the Company to any material customer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Parentthe Company), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course Ordinary Course of businessBusiness); (vi) each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of Parent's the Company’s capital stock; (viii) each agreement to make unpaid capital expenditures in excess of $25,000; (ix) each agreement providing for accelerated or special payments as a result of the MergerStock Purchase and Sale, including any shareholder rights plan or other instrument commonly referred as a "“poison pill." ” A complete and correct copy of each written agreement, lease or other type of document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to subparagraphs (i) through (ix) of this Section 3.20(a) 2.20 has been previously delivered to the Company. (b) Each Parent. Furthermore, each agreement, lease or other type of document required to be disclosed pursuant to Sections 3.13, 3.14 2.13 or 3.20(a) 2.14 or this Section 2.20 to which Parent the Company is a party or by which Parent the Company or its properties or assets are bound (collectively, the "Parent “Company Contracts"”), except those Parent Company Contracts the loss of which could reasonably be expected to not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Parent the Company in accordance with its terms. Parent The Company is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Company Contracts, and, to the best of Parent's knowledgethe knowledge of the Company and the Company Shareholder, no other party to any of the Parent Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Company Contracts, where such breach or default could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company and the Company Shareholder, the Company has neither received notice, written or oral, of or any threatened termination by any third party to any of the Company Contracts nor become aware of any intend of a third party to any Company Contracts not to renew or, if currently being rebid, re-award any of the Company Contracts. No existing or completed agreement to which Parent the Company is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth on Section 3.20 of The Company has previously made available to Parent Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments, both oral and written, instruments to which Parent the Company is a party or by which Parent Company or its properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to Parent the Company which is material to the business of Parent the Company taken as a whole; (ii) each agreement that restricts the operation of the business of Parent the Company or the ability of Parent the Company to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent the Company taken as a whole of any real or tangible personal property or assets; (iv) each agreement under which services are provided by Parent the Company to any material customer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Parentthe Company), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); (vi) each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of Parentthe Company's capital stock; (viii) each agreement to make unpaid capital expenditures in excess of $25,000; (ix) each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other instrument commonly referred as a "poison pill." A complete and correct copy of each written agreement, lease or other type of document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 3.20(a2.20(a) has been previously delivered to the CompanyParent. (b) Each agreement, lease or other type of document required to be disclosed pursuant to Sections 3.132.13, 3.14 2.14 or 3.20(a2.20(a) to which Parent the Company is a party or by which Parent the Company or its properties or assets are bound (collectively, the "Parent ContractsCOMPANY CONTRACTS"), except those Parent Company Contracts the loss of which could reasonably be expected to not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Parent the Company in accordance with its terms. Parent The Company is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Company Contracts, and, to the best of Parent's knowledgethe knowledge of the Company and the Company Shareholder, no other party to any of the Parent Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Company Contracts, where such breach or default could reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which Parent the Company is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth on Section 3.20 of Parent Disclosure Schedule 5.10 hereto is a true and complete list of all of the following Contractual Obligations of the Acquired Companies (collectively, the “Contracts”): 5.10.1. all Contractual Obligations involving collective bargaining agreements and correct list other labor agreements, all employment or consulting agreements, and all other plans, agreements, arrangements, practices or other Contractual Obligations (other than any Employee Plan) which constitute Compensation or benefits, including post retirement benefits, to any of the officers or employees or former officers or employees of the Acquired Companies, except, in each case, for obligations arising generally in connection with employment-at-will employment relationships; 5.10.2. all Contractual Obligations under which the Acquired Companies are or may become obligated to pay any brokerage, finder’s or similar fees in connection with, or has incurred any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or consummation of the transactions contemplated hereby; 5.10.3. all Contractual Obligations to sell or otherwise dispose of any assets other than in the Ordinary Course of Business; 5.10.4. all Contractual Obligations under which the Acquired Companies will have after the Closing any liability or obligation to any Seller or any Affiliate of any Seller; 5.10.5. all Contractual Obligations (other than Leases) under which the Acquired Companies have any liability or obligation for any Debt, or which constitute a Guarantee of any liability or obligation of any Person having a value of at least $25,000 in any year or $250,000 in the aggregate; 5.10.6. all Contractual Obligations under which the Acquired Companies are or may become obligated to pay any amount in respect of deferred or conditional purchase price (other than ordinary trade terms), indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of all or substantially all of the assets or securities constituting a line of business of any Person, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii); 5.10.7. all Contractual Obligations for the sale or purchase of finished products or raw materials or the provision of services by or to the Acquired Companies (other than ordinary course purchase orders or sales orders) (i) that involve finished products, raw materials or services having a value of at least $25,000 in any year or $250,000 in the aggregate, (ii) have a term extending more than one year after the Closing Date, or (iii) to which a Governmental Authority is a party; 5.10.8. all Contractual Obligations having a value of at least $25,000 in any year or $250,000 in the aggregate under which any tangible personal property is held or used by the Acquired Companies; 5.10.9. all Contractual Obligations having a value of at least $25,000 in any year or $250,000 in the aggregate under which the Acquired Companies are liable as lessor with respect to any tangible personal property; 5.10.10. all Contractual Obligations under which the Acquired Companies are prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world; and 5.10.11. all Contractual Obligations under which the Acquired Companies have granted an exclusive territory or business relationship. The Acquired Companies have heretofore made available to the Buyer a true and complete copy of each of the following agreements, leases Contracts. Each Contract is Enforceable by the Acquired Companies. No breach or default by the Acquired Companies under any Contract has occurred and other instruments, both oral and written, to which Parent is a party or by which Parent or its properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to Parent which is material to the business of Parent taken as a whole; (ii) each agreement that restricts the operation of the business of Parent or the ability of Parent to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent taken as a whole of any real or tangible personal property or assets; (iv) each agreement under which services are provided by Parent to any material customer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Parent)continuing, and each guaranty of any evidence of indebtedness no event has occurred which with notice or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); (vi) each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of Parent's capital stock; (viii) each agreement to make unpaid capital expenditures in excess of $25,000; (ix) each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other instrument commonly referred as a "poison pill." A complete and correct copy of each written agreement, lease or other type of document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 3.20(a) has been previously delivered to the Company. (b) Each agreement, lease or other type of document required to be disclosed pursuant to Sections 3.13, 3.14 or 3.20(a) to which Parent is a party or by which Parent or its properties or assets are bound (collectively, the "Parent Contracts"), except those Parent Contracts the loss of which could reasonably be expected to not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by Parent in accordance with its terms. Parent is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Contracts, and, to the best of Parent's knowledge, no other party to any of the Parent Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Parent Contracts, where would constitute such a breach or default could default, other than such breaches and defaults as have not had and would not reasonably be expected to have a Material Adverse Effect. No existing To the Knowledge of the Acquired Companies, except as set forth on Schedule 5.10 hereto, no breach or completed agreement default by any other Person under any Contract has occurred and is continuing, and no event has occurred which with notice or lapse of time would constitute such a breach or default, other than breaches and defaults which have not had and would not reasonably be expected to which Parent is have a party is subject to renegotiation with any governmental bodyMaterial Adverse Effect.