Common use of Contracts, etc Clause in Contracts

Contracts, etc. Exhibit 4.7 to the Company's Disclosure Schedule lists all of the Company's "Material Contracts," defined as all agreements to which the Company or any Company Subsidiary is a party or by which any of them is bound, and which, as of the date of this Agreement, (i) would be required to be filed as "material contracts" with the SEC pursuant to the Exchange Act, or (ii) under which the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material Contracts"). The Company has made the Material Contracts available to the Parent. Except as set forth in Exhibit 4.7 to the Company Disclosure Schedule, to the Company's knowledge: (a) All Material Contracts are (i) legally valid and binding in accordance with their terms, (ii) in full force and effect, and (iii) do not violate any federal, state or local law, rule, regulation or ordinance, and the Company has provided the Parent and the Subsidiary with copies of all such documents. All parties to the Material Contracts have complied with the provisions of the Material Contracts, except for such failures as do not, individually or in the aggregate, have a material adverse effect on the Company. No party is in default under any Material Contract, and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a default thereunder, except, in each case, where the invalidity of the Material Contract or the default or breach thereunder or thereof would not, individually or in the aggregate, have a material adverse effect on the Company. As of the date hereof, the Company has not received any notice of termination or cancellation or a request to renegotiate any Material Contract. (b) No Material Contract will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on the Company. (c) The Company has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.8) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.

Contracts, etc. Exhibit 4.7 to the Company's Disclosure Schedule lists all of the Company's "Material Contracts," defined as all agreements to which the Company or any Company Subsidiary is a party or by which any of them is bound, and which, as of the date of this Agreement, (i) would be required to be filed as "material contracts" with the SEC pursuant to the Exchange Act, or (ii) under which the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material Contracts"). The Company has made the Material Contracts available to the Parent. Except as set forth in Exhibit 4.7 to the Company Disclosure Schedule, to the Company's knowledge: (a) All Material Contracts material contracts, leases, agreements and arrangements to which NSC or any of the NSC Subsidiaries or NSC Other Entities is a party are (i) legally valid and binding in accordance with their terms, (ii) terms and in full force and effecteffect (assuming such contracts, leases and arrangements are enforceable against the other parties to such contracts, leases, agreements and arrangements), and (iii) do not violate any federal, state or local law, rule, regulation or ordinance, and the Company has provided the Parent and the Subsidiary with copies of all such documents. All parties to the Material Contracts have complied with the provisions knowledge of the Material ContractsNSC, except for such failures as do not, individually or in the aggregate, have a material adverse effect on the Company. No no party is in default under any Material Contractthereunder, and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a default thereunder, except, in each case, where the invalidity of the Material Contract lease, contract, agreement or arrangement or the default or breach thereunder or thereof would not, individually or in the aggregate, have a material adverse effect on the Company. As of the date hereof, the Company has not received any notice of termination or cancellation or a request to renegotiate any Material ContractNSC. (b) No Material Contract Except as set forth on Exhibit 3.9(b) to the Disclosure Schedule, no contract or agreement to which NSC or any NSC Subsidiary or NSC Other Entity is a party will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on the CompanyNSC. (c) The Company Except as set forth on Exhibit 3.9(c) to the Disclosure Schedule, none of NSC, any NSC Subsidiary or any NSC Other Entity has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.8) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.

Contracts, etc. Exhibit 4.7 to the Company's Disclosure Schedule lists (a) The Amax SEC Documents contain an accurate and complete listing of all of the Company's "Material material Contracts," defined as all agreements to which the Company , whether written or any Company Subsidiary is a party or by which any of them is boundoral, and which, as of the date of this Agreement, (i) would be required to be described therein or filed as "material contracts" with the SEC exhibits thereto pursuant to the Exchange Act, or (ii) under which Act and the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material Contracts"). The Company has made the Material Contracts available to the Parentapplicable rules and regulations thereunder. Except as set forth in Exhibit 4.7 to Section 2.10 of the Company Amax Disclosure ScheduleLetter, to the Company's knowledge: (a) All Material each of such Contracts are (i) legally valid and binding in accordance with their terms, (ii) is in full force and effect, and effect and: (iiii) do not violate any federal, state or local law, rule, regulation or ordinance, and the Company has provided the Parent and the Subsidiary with copies of all such documents. All parties to the Material Contracts have complied with the provisions none of the Material ContractsAmax Group Members or, except for such failures as do notto Amax's best knowledge, individually any other party thereto, has breached or in the aggregate, have a material adverse effect on the Company. No party is in default under any Material Contract, and thereunder; (ii) no event has occurred which, but for with the passage of time or the giving of notice or both, would constitute such a breach or default; (iii) no claim of material default thereunder has, to Amax's best knowledge, been asserted or threatened; and (iv) none of the Amax Group Members or, to Amax's best knowledge, any other party thereto is seeking the renegotiation thereof or substitute performance thereunder, exceptexcept where such breach or default, in each case, where the invalidity of the Material Contract or the default attempted renegotiation or breach thereunder or thereof would notsubstitute performance, individually or in the aggregate, does not have and would not be reasonably expected to have a Material Adverse Effect on Amax. (b) Except for the contracts, agreements, leases and commitments listed in Section 2.10 of the Amax Disclosure Letter as of the date hereof, neither Amax nor any Amax Group Member is a party to or bound by: (i) any material adverse effect Contract, whether written or oral, which was not entered into or made in the ordinary course of its business; (ii) any contract which imposes material geographic or territorial limitations on the Company. conduct of business by Amax or any Amax Group Member (excluding customary area of interest provisions relating to specific properties and similar restrictions entered into in the ordinary course of business and which do not have a significant impact on their ability to conduct business generally in that geographic area); or (iii) any joint venture or partnership agreement respecting its or properties with proven and probable ore reserves with a fair market value of more than $1,000,000. (c) As of the date hereof, the Company has net hedge and future position of Amax is not received any notice of termination or cancellation or a request to renegotiate any Material Contractmaterially different from that existing on December 31, 1997. (b) No Material Contract will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on the Company. (c) The Company has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.8) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.

Contracts, etc. Exhibit 4.7 to Section 4.14 of the Company's Disclosure Schedule lists and briefly describes all of the Company's "Material Contracts," defined as all contracts, agreements and instruments, written and oral, to which the Company or any Company Subsidiary SDK is a party Party and which involve on the part of any Person provision of goods or by which any services or payment of them is bound, and money in excess of $20,000 or which, as if breached, could result in damages or loss of the date benefits to SDK in excess of this Agreement, $20,000 (i) would be required to be filed as "material contracts" with the SEC pursuant to the Exchange Act, or (ii) under which the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material SDK Contracts"), and sets forth, as to each contract, agreement or instrument, whether consummation of the transactions contemplated hereby will require consent of any Third Person to avoid the occurrence of a breach or default of, or termination or change of rights or benefits under such contract, agreement or instrument. The Company SDK has made delivered to Eclipsys a correct and complete copy of each written agreement listed in Section 4.14 of the Material Contracts available Disclosure Schedule (as amended to date) and a written summary setting forth the Parent. Except as set forth terms and conditions of each oral agreement referred to in Exhibit 4.7 to Section 4.14 of the Company Disclosure Schedule. With respect to each SDK Contract: (A) the SDK Contract is legal, to the Company's knowledge: (a) All Material Contracts are (i) legally valid valid, binding, enforceable, and binding in accordance with their terms, (ii) in full force and effect; (B) no breach, default, termination or loss or change of rights or benefits shall occur with respect to such SDK Contract as a result of the consummation of the transactions contemplated hereby; (C) SDK is not, and (iii) do not violate any federal, state or local law, rule, regulation or ordinance, to SDK and the Company has provided the Parent and the Subsidiary with copies of all such documents. All parties to the Material Contracts have complied with the provisions of the Material ContractsSelling Stockholder's Knowledge, except for such failures as do not, individually or in the aggregate, have a material adverse effect on the Company. No party no other Party is in default under any Material Contractbreach or default, and no event has occurred which, but for the passage which with notice or lapse of time or the giving of notice or both, would constitute a default thereunderbreach or default, exceptor permit termination, in each casemodification, where or acceleration, under the invalidity SDK Contract; (D) no Party has repudiated any provision of the Material Contract SDK Contract; and (E) SDK does not owe (and to the Knowledge or SDK and the default Selling Stockholders there is no Basis for) any penalty or breach thereunder similar changes for delays in delivery of any product or thereof would not, individually service or in the aggregate, have a material adverse effect on the Company. As of the date hereof, the Company has not received any notice of termination or cancellation or a request to renegotiate any Material indemnification obligations under such SDK Contract. (b) No Material Contract will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on the Company. (c) The Company has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.8) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.

Contracts, etc. Exhibit 4.7 to the Company's Disclosure Schedule lists all of the Company's "Material Contracts," defined as all agreements to which the Company or any Company Subsidiary is a party or by which any of them is bound, and which, as of the date of this Agreement, (i) would be required to be filed as "material contracts" with the SEC pursuant to the Exchange Act, or (ii) under which the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material Contracts"). The Company has made the Material Contracts available to the Parent. Except as set forth in Exhibit 4.7 to the Company Disclosure Schedule, to the Company's knowledge: (a) All Material Contracts material contracts, leases, agreements and arrangements to which Sheer, Aheaxx xx a party are (i) legally valid and binding in upon Sheer, Aheaxx xx accordance with their terms, (ii) in full force and effect, and (iii) to Sheer, Aheaxx'x xxxwledge do not violate any federal, state or local law, rule, regulation or ordinance, and the Company has Sheer, Aheaxx xxx provided the Parent MedPartners and the Subsidiary with copies of all such documents. All To the knowledge of Sheer, Aheaxx, (x) all parties to the Material Contracts such contracts, leases, agreements and arrangements have complied with the material provisions of the Material Contractssuch contracts, except for such failures as do notleases, individually or in the aggregate, have a material adverse effect on the Company. No agreements and arrangements; (ii) no party is in material default under any Material Contractsuch contract, lease, agreement or arrangement and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a material default thereunder, except, in each case, where the invalidity of the Material Contract lease, contract, agreement or arrangement or the default or breach thereunder or thereof would not, individually or in the aggregate, have a material adverse effect on the Company. As of the date hereofSheer, the Company has Aheaxx; xxd (iii) Sheer, Aheaxx xxx not received any notice of termination or cancellation cancellation, or a request to renegotiate any Material Contractmaterial contracts, leases, agreements or arrangements. (b) No Material Contract Except as set forth in Exhibit 3.6 to the Sheer, Aheaxx Xxxclosure Schedule, no contract or agreement to which Sheer, Aheaxx xx a party will, by its terms, terminate or become unenforceable as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on Sheer, Aheaxx. Xxt forth on Exhibit 3.6 to the CompanySheer, Aheaxx Xxxclosure Schedule is a list of all material contracts to which Sheer, Aheaxx xx a party which cannot be terminated on 90 or fewer days notice, without cause. (c) The Company has Except as set forth in Exhibit 3.6 to the Sheer, Aheaxx Xxxclosure Schedule, Sheer, Aheaxx xxx not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.83.7) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.