Contracts; Leases. All Liabilities arising under the Contracts (other than those contracts excluded pursuant to Section 1.2.2), but not including any Liability for any breach thereof occurring on or prior to the Closing Date or any Liabilities arising under any letters of credit or stand-by letters of credit related to the Business;
Contracts; Leases. Schedule 3.5 is a complete list as of the date of this Agreement of the following types of Assigned Contracts (collectively, the “Material Contracts” and each, a “Material Contract”): (i) any agreement(s) with any affiliate(s) of Seller, (ii) any agreement(s) of Seller for the sale, exchange, or other disposition of Hydrocarbons produced from the Purchased Assets that is not cancelable without penalty on not more than sixty (60) days prior written notice, (iii) any agreement(s) of Seller to sell, lease, farmout, or otherwise dispose of any of its interests in any of the Purchased Assets other than conventional rights of reassignment, (iv) any tax partnership(s) of Seller affecting any of the Purchased Assets, (v) any operating agreement(s) to which Seller’s interests in any of the Purchased Assets is subject, (vi) any agreement(s) pursuant to which Seller has forfeited or not consented to, its right to participate in future oil and gas operations, (vii) any agreement(s) pursuant to which Seller has received an advance payment, prepayment or similar deposit and has a refund obligation with respect to any natural gas or products purchased, sold, gathered, processed or marketed by or for Seller out of the Purchased Assets, (viii) any contract that requires Seller to expend more than $200,000 in any year in connection with the Purchased Assets, (ix) any option to purchase or call on the Hydrocarbons produced from the Purchased Assets and (x) any lease(s), title retention agreement(s) or security interest(s) affecting any of the Equipment. Seller is not in material default under the terms of any Assigned Contract or Lease, and to Seller’s Knowledge there is no material default existing or continuing by any other party under the terms of any Assigned Contract or Lease and each Assigned Contract and Lease is in full force and effect in all material respects and is valid and enforceable by Seller in accordance with its terms, assuming the due authorization, execution and delivery thereof by each of the other parties thereto (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by application of equitable principles).
Contracts; Leases a. At Closing, Purchaser shall assume all obligations of Seller, as Landlord, under the Leases pursuant to an Assignment and Assumption of Lease for each Lease in the form attached to this Agreement as Exhibit “C” (“Lease Assignment”). In the event of any amendment to the Leases subsequent to the Effective Date, (i) a copy of such amendment shall be delivered to Purchaser not less than five (5) business days prior to execution of such amendment, (ii) such amendments shall be subject to Purchaser’s approval, not to be unreasonably withheld or delayed, and (iii) any amendment to the TSA Lease that is in the form of an Administrative Action similar to SLA 70, a copy of which has been provided to Purchaser, shall not require Purchaser’s approval.
b. Upon Closing, Seller will cooperate with the Government and Purchaser to assist in obtaining the execution by the Government of a Novation Agreement by and among the Government, Seller and Purchaser regarding the TSA Lease on the Government’s then-current standard form or in the form annexed hereto as Exhibit “D” (the “Novation Agreement”), and a Statement of Lease on the Government’s then-current standard form or as otherwise required by Section 5 of the Form 3517B of the TSA Lease (the “Statement of Lease”). If, prior to its execution, the Government requires changes to the Novation Agreement, then such changes shall be reasonably accommodated by Purchaser and Seller. Seller shall also use commercially reasonable efforts to obtain an estoppel from MCI, which estoppel shall (i) confirm the terms of the MCI Lease and (ii) not allege any default under the MCI Lease (the “MCI Estoppel”). Purchaser acknowledges that MCI has no obligation under the MCI Lease to deliver an estoppel, and that closing by Purchaser shall not be contingent upon receipt of the MCI Estoppel.
c. At Closing, Seller agrees to terminate, or to assign to Purchaser, at Purchaser’s option and to the extent assignable, Seller’s interest in the service contracts identified on attached Exhibit “E” (the “Service Contracts”); provided, however, that Purchaser shall be obligated to assume Seller’s obligations under the Xxxx Elevator contract (item 9 on Exhibit E). Purchaser shall notify Seller prior to the expiration of the Due Diligence Review Period of any Service Contracts that Purchaser desires to be assigned to Purchaser. The parties shall execute an Assignment and Assumption of Service Contracts in the form attached hereto as Exhibit “F” (“Assignmen...
Contracts; Leases. Complete and correct copies of the ----------------- Contracts and Leases have been furnished to Buyer. To the best of Seller's knowledge, Seller is not in default under any order, judgment, Contract, Lease, license or instrument, which default or potential default might reasonably be expected to have a Materially Adverse Effect. To the best of Seller's knowledge, all of the Contracts and Leases are in full force and effect, and Seller is not in default or material breach and no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default by Seller under any Contracts or Leases. Schedule 2.8(a) identifies all of those Contracts --------------- and Leases that may not be assigned to Buyer without the consent, approval, notification or waiver of any Person. Schedule 2.8(b) identifies those Contracts --------------- and Leases that are subject to a preferential right to purchase obligation. Seller has obtained or will obtain as soon as practicable following the date hereof (but in any event prior to the First Closing) such consents, approvals and waivers of the preferential right to purchase provisions.
Contracts; Leases. With respect to each Property, all payments and receipts, as applicable, under the Contracts and any leases shall be prorated between Purchaser and Seller as of the Closing Date. Sellers shall receive a credit for all prepayments and deposits xxxxxx any Contracts and Purchaser shall receive a credit for any security deposits under any leases.
Contracts; Leases. (a) Section 3.11(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Contracts (including, without limitation, all outstanding, unfulfilled purchase orders) to which Seller is a party or by which any of the properties or assets of Seller (including, without limitation, the Assets) are bound, other than (i) the insurance policies and Employee Plans identified in other Sections of the Disclosure Schedule, if any; (ii) Contracts involving future payments to or by Seller during any twelve-month period aggregating $15,000.00 or less and which are terminable by Seller without further liability or obligation for any or no reason on not more than 30 days’ notice.
(b) Except as set forth in Section 3.11(b) of the Disclosure Schedule, each of the Assumed Contracts is valid, binding and enforceable in accordance with its terms and there is not any existing default or event of default, or any event which, with or without notice or lapse of time or both, would constitute a default under any of such Assumed Contracts by Seller or, to the Knowledge of Seller, by any other party thereto. In addition, with respect to each such Assumed Contract that is a lease of real or personal property, (i) such lease creates a valid leasehold interest in all premises or property purported to be leased thereunder, (ii) Seller is in possession and quiet enjoyment of all of such premises or property and (iii) neither Seller nor, to the Knowledge of Seller or Shareholder, any other party to such lease has received notice of any violation of any applicable zoning regulation, ordinance or other Law, Order or requirement (including, without limitation, any Hazardous Materials Law (as defined in Section 3.24(a)(iii) of this Agreement)) relating to the premises or property leased thereunder.
Contracts; Leases. Between the Contract Date and the Asset Management Effective Date, Seller shall not renew, extend or modify the Leases or any Contract or enter into any new such agreements that would extend past the Asset Management Effective Date, without the prior written consent of Purchaser, which shall not be unreasonably withheld. In the event that Seller desires to take any such action, Seller shall make a written request to Purchaser describing the action to be taken and providing Purchaser with any relevant documentation, including, without limitation, relevant documentation relating to the other party to such Contract or Lease. Purchaser shall respond to such request by Seller within five (5) business days of the date of such request, provided that if Purchaser does not respond within such five (5) business day period, Purchaser shall be deemed to have approved such request. From and after the Asset Management Effective Date, Seller shall not, except as directed by Purchaser under the Asset Management Agreement, renew, extend or modify the Leases or any Contract or enter into any new such Leases or Contracts regardless of duration, and the authority to enter into any such Leases or Contracts shall be delegated to Purchaser under the Asset Management Agreement.
Contracts; Leases. Disclosure Schedule 4.9 contains a complete and accurate list of all current contracts, including all leases pertaining to personal or real property, with respect to which IM Telecom is a party, and which involve a total financial obligation on the part of IM Telecom of $10,000 or more.
Contracts; Leases. Schedule 3.14 attached hereto contains a list of each of the following Contracts, including amendments thereto, to which Xxxxxxxx Motorcoach is a party or by which any of the Assets are in any way bound or obligated:
3.14.1 Written employment and compensation agreements and written employment policies with employees or independent contractors, officers, or directors and agreements that contain any severance pay liability or obligation to any employee, former employee, director, former director, or consultant;
3.14.2 Agreements of guarantee or indemnification;
3.14.3 Loan or credit agreements providing for any extension of credit for borrowed money to or by Xxxxxxxx Motorcoach;
3.14.4 Noncompetition agreements;
3.14.5 Leases to or for any personal property that involve the payment or receipt of annual rent of more than $10,000 individually or $20,000 in the aggregate, and leases to or for any real property, regardless of the dollar amount involved;
3.14.6 Contracts for products or services provided by Xxxxxxxx Motorcoach that (i) involve the receipt of more than $25,000 individually in any period of 12 consecutive months, or (ii) commit Xxxxxxxx Motorcoach to provide technology or other products, the development of which has not been completed as of the date hereof; and
3.14.7 Any other agreement, contract, commitment, or other arrangement (oral or written) not otherwise described above unless it:
3.14.7.1 is of six-month or shorter duration or Xxxxxxxx Motorcoach can terminate it, without liability to Xxxxxxxx Motorcoach, on notice of 30 days or less; or
3.14.7.2 requires payment by Xxxxxxxx Motorcoach of less than $20,000 per year; provided, however, that the aggregate amount of the obligations under contracts excluded by reason of these sections 3.14.7.1 and 3.14.7.2 shall not represent obligations in excess of $50,000 with respect to any period of 12 consecutive months. Except as specified in Schedule 3.14, (i) all of the Contracts listed on Schedule 3.14 or material to the Business are valid, binding and in full force and effect in accordance with their terms and conditions (except as may be limited by laws affecting creditors' rights generally or by judicial limitations on the right to specific performance), and (ii) there is no existing material default under, or failure by Xxxxxxxx Motorcoach to perform in substantial compliance with the terms of, any of the Contracts listed on Schedule 3.14, and no default under any other Contract which default is ...
Contracts; Leases. All liabilities and obligations arising under the Contracts, the Government Contracts, the GOCO Management Contracts, the Facility Leases and the Equipment Leases, including without limitation any such liabilities or obligations arising from or relating to Buyer's performance or non- performance of the Contracts, the Government Contracts, the GOCO Management Contracts, the Facility Leases or the Equipment Leases from and after the Closing Date;
