Common use of Contracts; Insurance Clause in Contracts

Contracts; Insurance. Except as set forth in Schedule 3.11, the Company has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company, and agreements among stockholders and the Company; (b) Loan or other agreements, notes, indenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company’s property or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors; (f) Joint venture contracts or arrangements or other agreements involving a sharing of profits or expenses to which the Company is a party; (g) Agreements limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (h) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (i) Letters of intent or agreements with respect to the Merger of the business, assets or shares of any other business; (j) Insurance policies; and (k) Leases for real or personal property. Each of the material contracts, agreements and understandings set forth in Schedule 3.11 is in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect against the Company. Except as set forth on Schedule 3.14, to the knowledge of the Company, there are no existing defaults by the Company thereunder, which default would result in a Company Material Adverse Effect and the other parties are not in default of any of the material contracts, agreements and understandings.

Appears in 1 contract

Samples: Merger Agreement (NYBD Holding, Inc.)

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Contracts; Insurance. Except as set forth in Schedule 3.11, the Company has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company, and agreements among stockholders and the Company; (b) Loan or other agreements, notes, indenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company’s property or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors; (f) Joint venture contracts or arrangements or other agreements involving a sharing of profits or expenses to which the Company is are a party; (g) Agreements limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (h) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is are a party or letters of intent with respect to the foregoing; (i) Letters of intent or agreements with respect to the Merger of the business, assets or shares of any other business; (j) Insurance policies; and (k) Leases for real or personal property. Each of the material contracts, agreements and understandings set forth in Schedule 3.11 is are in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect against the Company. Except as set forth on Schedule 3.14, to the knowledge of the Company, there are no existing defaults by the Company thereunder, which default would result in a Company Material Adverse Effect and the other parties are not in default of any of the material contracts, agreements and understandings.

Appears in 1 contract

Samples: Merger Agreement (Reac Group, Inc.)

Contracts; Insurance. Except as set forth in Schedule 3.11, the Company has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company, and agreements among stockholders and the Company; (b) Loan or other agreements, notes, indenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company’s property or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors; (f) Joint venture contracts or arrangements or other agreements involving a sharing of profits or expenses to which the Company is a party; (g) Agreements limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (h) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (i) Letters of intent or agreements with respect to the Merger of the business, assets or shares of any other business; (j) Insurance policies; and (k) Leases for real or personal property. Each of the material contracts, agreements and understandings set forth in Schedule 3.11 is in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect against the Company. Except as set forth on Schedule 3.14, to the knowledge of the Company’s Knowledge, there are no existing defaults by the Company thereunder, which default would result in a Company Material Adverse Effect and the other parties are not in default of any of the material contracts, agreements and understandings.

Appears in 1 contract

Samples: Merger Agreement (Vanity Events Holding, Inc.)

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Contracts; Insurance. Except as set forth in Schedule 3.11, the Company has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company, and agreements among stockholders and the Company; (b) Loan or other agreements, notes, indenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company’s 's property or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other person; (c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies; (d) Agreements with any labor union or collective bargaining organization or other labor agreements; (e) Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors; (f) Joint venture contracts or arrangements or other agreements involving a sharing of profits or expenses to which the Company is a party; (g) Agreements limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person; (h) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing; (i) Letters of intent or agreements with respect to the Merger of the business, assets or shares of any other business; (j) Insurance policies; and (k) Leases for real or personal property. Each of the material contracts, agreements and understandings set forth in Schedule 3.11 is in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect against the CompanyEffect. Except as set forth on Schedule 3.143.15, to the knowledge of the Company, there are no existing defaults by the Company thereunder, which default would result in a Company Material Adverse Effect and the other parties are not in default of any of the material contracts, agreements and understandingsEffect.

Appears in 1 contract

Samples: Merger Agreement (World Commerce Online Inc)

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