Contracts; Indebtedness. (a) Section 3.15(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract to which the Company, any Company Subsidiary or CPS is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories:
(i) any agreement that limits in any material respect the freedom of the Company, any Company Subsidiary, CPS or any of the Company’s current or future Affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area;
(ii) any joint venture or partnership agreement;
(iii) any agreement that involves future expenditures or receipts by the Company, any Company Subsidiary or CPS of more than $750,000 in any one year period that cannot be terminated on less than ninety (90) days notice without material payment or penalty;
(iv) any acquisition agreement with a purchase price in excess of $500,000 or that contains “earn-out” provisions or other contingent payment obligations;
(v) any divestiture agreement with a purchase price in excess of $500,000 or that contains ongoing indemnification obligations or other material obligations;
(vi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $500,000;
(vii) any lease, sublease or other similar Contract, in each case with respect to the Leased Real Property (“Lease Agreements”);
(viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);
(ix) any Contract with (A) any Governmental Entity, (B) any prime contractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such prime contractor), or (C) any subcontractor to any Governmental Entity or to any prime contractor or subcontractor to any Governmental Entity (provided that such Contract relates to a Government Contract of such subcontractor) (“Government Contracts”);
(x) any consulting arrangement with a physician;
(xi) any other agreement which would prohibit or materially delay the consummation of the Offer or the Merger or any other transaction contemplated by this Agreement or that would result, or be reasonably likely to result, in a Company Material Adverse Effect. Each Contract of the type described in this Section 3.15(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company ...
Contracts; Indebtedness. (a) Section 3.14(a) of the Company Disclosure Schedule sets forth an accurate and complete list of each Contract to which the Company or any Company Subsidiary is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories:
(i) Contracts between the Company or any Company Subsidiary and any of the 10 largest customers of such Persons (determined on the basis of aggregate revenues recognized by the Company and the Company Subsidiaries during the four fiscal quarters ended September 25, 2016);
(ii) Contracts between the Company or any Company Subsidiary and any (A) of the 10 largest suppliers (other than a licensor) that are material, including any supplier of manufacturing, outsourcing, foundry, assembly (packaging), design or development services (determined on the basis of aggregate payments recognized by the Company and the Company Subsidiaries during the four fiscal quarters ended September 25, 2016) and (B) sales representative, distributor, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor agreement that is material for the use or distribution of Company Products or Company IP;
(iii) except for the Contracts disclosed in clauses (i) or (ii) above, each Contract that involves performance of services or delivery of goods, materials, supplies or equipment or developmental, consulting or other services commitments by the Company or any Company Subsidiary, or the payment therefor by the Company or any Company Subsidiary, providing for either (A) recurring annual payments after the date hereof of $100,000 or more or (B) aggregate payments or potential aggregate payments after the date hereof of $200,000 or more;
(iv) Contracts providing for any contingent payments by the Company or any Company Subsidiary exceeding $100,000 in any one case;
(v) Contracts that (A) restrict the Company or its Subsidiaries or Affiliates, or, after the Effective Time, Parent or the Surviving Corporation or any of their respective Affiliates, from competing or engaging in any material respect in any line of business or with any Person or in any geographic area or (B) require any material benefit be granted to a Third Party, or material right be lost by the Company, its Subsidiaries or Affiliates, or, after the Effective Time, Parent or the Surviving Corporation or any of their respective Affiliates, or the successors to any of the foregoing, as a res...
Contracts; Indebtedness. (a) Other than any Contract (excluding Contracts that relate to the purchase of newsprint) involving payments to or by the Company of less than $10 million per annum and less than $25 million over the life of the Contract, there is no Contract to which Company or any of its Subsidiaries is a party or by which it or any of its properties or assets is bound, that (i) is material to the business, properties, assets, condition (financial or otherwise) or operations of the Company and its Subsidiaries, taken as a whole, (ii) relates to the purchase of newsprint or (iii) is a material lease of real property pursuant to which the Company or any of its Subsidiaries is the lessee or sublessee thereunder (the Contracts described in clauses (i), (ii) and (iii), collectively, "MATERIAL CONTRACTS") as to which either the Company or any of its Subsidiaries is in violation or default. Neither the Company nor any Subsidiary thereof has received written notice from any third party alleging that the Company or any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Material Contract, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the Merger.
(b) Section 4.10(b) of the Company Disclosure Statement sets forth (i) a list of all agreements, instruments and other obligations pursuant to which any indebtedness for borrowed money or capitalized lease obligations of the Company or any of its Subsidiaries in an aggregate principal amount in excess of $25 million is outstanding or may be incurred and (ii) the respective principal amounts outstanding thereunder as of the date of this Agreement.
Contracts; Indebtedness. (a) Except as disclosed ------------------------ in Item 4.11 of the Company Letter or in the Company Filed SEC Documents, there are no contracts or agreements that are material to the business, properties, assets, financial condition or results of operations of the Company and its subsidiaries taken as a whole. Neither the Company nor any of its subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any 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 could not reasonably be expected to result in a material adverse effect on the Company.
(b) Item 4.11 of the Company Letter sets forth (i) a list of all agreements, instruments and other obligations pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of 150,000 is outstanding or may be incurred and (ii) the respective principal amounts outstanding thereunder as of January 31, 1996, in the case of the Company and its U.S. and Canadian subsidiaries, and November 30, 1995 with respect to all other subsidiaries.
Contracts; Indebtedness. (a) Except as set forth on Section 3.15(a) of the Parent Disclosure Schedule, the Parent Benefit Plans or as filed with the Commission, neither Parent nor any of its subsidiaries is a party to, and none of their respective properties or assets are bound by any contract which (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) has been entered into since December 29, 2006 and contains “earn-out” or other contingent payment obligations with remaining payment obligations in excess of $10,000,000, or (iii) has been entered into since December 29, 2006 and relates to the acquisition or sale of any business of the Parent either (A) for more than $50,000,000 or (B) that has not yet been consummated or in respect of which the Parent or any of its subsidiaries has any remaining material obligations. Each of the contracts of the type described in this Section 3.15(a), whether or not set forth on Section 3.15(a) of Parent Disclosure Schedule, is referred to in this Agreement as a “Parent Material Contract.” To the knowledge of senior management of Parent, neither Parent nor any of its subsidiaries is a party to any contract (i) pertaining to the acquisition of any business or asset by Parent or any of its subsidiaries that contains “earn-out” or other contingent payment obligations with remaining payment obligations in excess of $10,000,000 or (ii) containing covenants purporting to limit in any material respect the freedom of Parent or any of its subsidiaries or employees to compete in any line of business or sell, supply or distribute any service or products, in each case in one or more countries. 16
(b) Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or its subsidiaries and, to Parent’s knowledge, of the other party or parties thereto, in accordance with its terms, and in full force and effect, and, upon consummation of the transactions contemplated by this Agreement shall be in full force and effect without penalty or other adverse consequence, except where the failure to be valid, binding, enforceable and in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect on Parent and to the extent as may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general principles of equity. Parent has not received any written notice from any other p...
Contracts; Indebtedness. (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract (excluding, for the avoidance of doubt, any Contract that has expired or terminated in accordance with its terms, in each case with no ongoing liability or obligation applicable to the Company or any Company Subsidiary) to which the Company or any Company Subsidiary is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: (i) any agreement that limits the freedom of the Company, any Company Subsidiary or any of the Company’s current affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, (ii) any agreement that, after the Effective Time, would have the effect of limiting the freedom of Parent or any of its Subsidiaries to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, (iii) any joint venture or partnership agreement, (iv) any agreement with a supplier or a customer providing for annual payments or receipts in excess of $150,000 with a term in excess of one year, (v) any agreement that involves future expenditures or receipts by the Company or any Company Subsidiary of more than $150,000 in any one year period that cannot be terminated on less than 30 calendar days’ notice without material payment or penalty, (vi) any agreement that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary, (vii) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, (viii) any acquisition agreement (A) entered into with a purchase price in excess of $150,000 or (B) that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to result in future payments by the Company or a Company Subsidiary in excess of $150,000 (including indemnification obligations or other material obligations), (ix) any divestiture agreement with a purchase price in excess of $150,000 or that contains ongoing indemnification obligations or other material obligations, (x) any agreement or plan that will increase, or accelerate the vesti...
Contracts; Indebtedness. (a) Except as disclosed in Item 4.11 of the Company Letter or in the Company Filed SEC Documents, there are no contracts or agreements that are material to the business, properties, assets, financial condition or results of operations of the Company and its subsidiaries taken as a whole. Neither the Company nor any of its subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any 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 could not reasonably be expected to result in a material adverse effect on the Company.
(b) Item 4.11 of the Company Letter sets forth (i) a list of all agreements, instruments and other obligations pursuant to which any indebtedness of the Company or any of its subsidiaries in a principal amount in excess of $250,000 is outstanding or may be incurred and (ii) the respective principal amounts outstanding thereunder as of August 31, 1997.
Contracts; Indebtedness. (a) Except as disclosed in the Parent SEC Reports filed prior to the date of this Agreement, there is no contract to which Parent or any of its Subsidiaries is a party, or by which it or any of its properties or assets is bound, that is material to the business, properties, assets, condition (financial or otherwise) or operations of Parent and its Subsidiaries, taken as a whole (collectively, "MATERIAL PARENT CONTRACTS"). Neither Parent nor any of its Subsidiaries is in violation of or default under (nor has Parent or any Subsidiary thereof received written notice (nor has any director, executive officer or general manager of Parent or any Subsidiary received oral notice) from any third party alleging that Parent or any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under)) any Material Parent Contract, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Parent.
(b) Neither Parent nor any of its Affiliates is a party to or is bound by any Material Parent Contract which (i) provides that the terms thereof or any or all of the benefits or burdens thereunder will be affected or altered (including, without limitation, by means of acceleration) by, or are contingent upon the execution of this Agreement or the Parent Stockholder Voting Agreement or the consummation of the transactions contemplated hereby and thereby, or (ii) will be subject to termination or cancellation as a result of the execution of this Agreement or the Parent Stockholder Voting Agreement or the consummation of the transactions contemplated hereby or thereby.
(c) SECTION 6.10(C) of the Parent Disclosure Statement sets forth (i) a list of all agreements, instruments and other obligations pursuant to which any indebtedness for borrowed money or capitalized lease obligations of Parent or any of its Subsidiaries in an aggregate principal amount in excess of $10,000,000 is outstanding or may be incurred and (ii) the respective principal amounts outstanding thereunder as of the date of this Agreement.
Contracts; Indebtedness. Except as disclosed in the Company Filed SEC Documents or as listed under Item 4.18 or other Items of the Company Letter, there are no contracts or agreements that are material to the business, properties, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole; provided, however, that such contracts and agreements shall not include (i) any employee benefit plan, policy, arrangement or understanding (whether oral or written) providing benefits to any current or former employee, officer or director of the Company or any of its Subsidiaries or (ii) any employment, consulting, bonus, non-competition, severance or termination agreement between the Company or any of its Subsidiaries and any current or former employee, officer or director of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any 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
Contracts; Indebtedness. (a) Neither the Company nor any Company Subsidiary is a party to or bound by, or otherwise has any actual or potential liability or responsibility under, any Contract that:
(i) as of the date hereof, is or would be required to be filed by the Company as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) or disclosed by the Company on a Current Report on Form 8-K;
(ii) would prohibit or materially delay the consummation of the Offer, the Merger or otherwise materially impair the ability of the Company to perform its obligations hereunder;
(iii) relates to a joint venture, partnership, limited liability or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture or any obligation of more than $500,000 in the aggregate;
(iv) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of the Company Subsidiaries, prohibits the pledging of the capital stock of the Company or any Company Subsidiary or prohibits the issuance of guarantees by the Company or any Company Subsidiary;
(v) requires or is reasonably likely to require either (x) annual payments from Third Parties to the Company and the Company Subsidiaries of at least $500,000 in the aggregate or (y) annual payments from the Company and Company Subsidiaries to Third Parties of at least $500,000 in the aggregate;
(vi) relates to arrangements with any customer or supplier set forth on, or required to be set forth on, Section 5.22 of the Company Disclosure Schedule;
(vii) relates to any acquisition of any Person, business or significant assets by the Company or its Subsidiaries pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment or guarantee obligations;
(viii) involves any directors, executive officers (as such term is defined in the Exchange Act) or five percent (5%) shareholders of the Company or any of their Affiliates (other than the Company or any Company Subsidiary) or immediate family members;
(ix) contains any covenant that (w) limits in any material respect the ability of the Company or any Company Subsidiary (or, after the Acceptance Time, Parent, the Surviving Corporation, or their respective Subsidiaries) to engage in any line of business or to compete with any Person or operate at any location, (x) could require the disposition of ...
