Contracts, Leases, Agreements and Other Commitments. (a) Schedule 4.17 contains a complete and accurate list of all written, oral or implied contracts, agreements, leases, powers of attorney, guarantees, sureties arrangements or other commitments to which Seller (primarily with respect to the Project) or the Acquired Company is subject or to which any of such party’s properties or assets, including the Project (or, as to Seller, primarily relating to the Project), is otherwise bound, except for the policies listed on Schedule 4.18 (all items listed or referenced on Schedule 4.17 and Schedule 4.18 are hereinafter referred to as the “Acquired Company Agreements”).
(b) All of the Acquired Company Agreements are in full force and effect and are valid, binding and enforceable against the respective parties thereto in accordance with their respective terms subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding at equity or at law), and except as enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to creditors’ rights. Each of Seller and the Acquired Company (as applicable) and, to the knowledge of Seller, all other parties to all of the Acquired Company Agreements have performed all material obligations required to be performed to date under the Acquired Company Agreements and none of Seller nor the Acquired Company (as applicable) nor, to the knowledge of Seller and the Acquired Company, any such other party is in default or in arrears under the terms thereof. No condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder by Seller or the Acquired Company or, to the knowledge of Seller and Acquired Company, by any other party thereto. Neither Seller nor the Acquired Company has knowledge of any intention by any counterparty to terminate, repudiate or amend any Acquired Company Agreement or suspend performance (in whole or in part) thereunder or to refuse to renew the same on the same terms and conditions upon expiration of its term.
Contracts, Leases, Agreements and Other Commitments. (i) All of the Covalent Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against Covalent or the Covalent Subsidiaries, as the case may be, and against the other respective parties thereto, in accordance with their respective terms. Covalent, the Covalent Subsidiaries and, to the knowledge of Covalent, all other parties to all of the Covalent Agreements have performed all obligations required to be performed to date under the Covalent Agreements and none of Covalent, the Covalent Subsidiaries or, to the knowledge of Covalent, any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default by Covalent or the Covalent Subsidiaries thereunder or otherwise result in any payment obligations on the part of Covalent or the Covalent Subsidiaries not reserved for in the books of Covalent or the Covalent Subsidiaries. The execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any Covalent Agreement. Neither Covalent nor the Covalent Subsidiaries have received any written notice of any intention by any party to terminate or amend any Covalent Agreement.
(ii) Covalent has made available to Remedium (a) all outstanding written and oral proposals, bids, offers or guaranties made by Covalent or any Covalent Subsidiary, which, if accepted, would result in any or could impose any debts, obligations or liabilities upon Covalent or any Covalent Subsidiary, and (b) unexpired warranties relating to Covalent’s and the Covalent Subsidiaries’ products or services, detailing the products or services covered by each warranty (the “Product Warranties”).
(iii) For purposes of Subparagraph 6(m) the term “Covalent Agreements” means (A) any material written, oral or implied contract or agreement, including but not limited to any contract or agreement for the purchase or sale of merchandise or for the rendition of services, (B) any material written, oral or implied lease, or (C) any written, oral or implied power of attorney, guaranty, surety arrangement or other commitment granted by Covalent and/or any Covalent Subsidiary to...
Contracts, Leases, Agreements and Other Commitments. (i) All of the Company Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against the Corporation and against the other respective parties thereto, in accordance with their respective terms. The Corporation and all other parties to all of the Company Agreements have performed all obligations required to be performed to date under the Company Agreements and neither the Corporation nor any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder or otherwise result in any payment obligations on the part of the Corporation not reserved for in the books of the Corporation. Except as set forth in Schedule 4(o)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any Company Agreement. None of the terms or provisions of any Company Agreement adversely affects, or with the passage of time may reasonably be anticipated to adversely affect, the business, prospects, conditions, affairs or operations of the Corporation or any of its properties or assets. The Corporation has not received any notice of any intention by any party to terminate or amend any Company Agreement.
(ii) Schedule 4(o)(ii) discloses (A) all outstanding written and oral proposals, bids, offers or guaranties made by the Corporation, which, if accepted, would result in any or could impose any debts, obligations or liabilities upon the Corporation, and (B) all unexpired warranties relating to the Corporation’s products or services, detailing the products or services covered by each warranty (the “Product Warranties”).
(iii) For purposes of subsection 4(o) the term “Company Agreements” means (A) any material written, oral or implied contract or agreement, including but not limited to any contract or agreement for the purchase or sale of merchandise or for the rendition of services, (B) any material written, oral or implied lease, or (C) any written, oral or implied power of attorney, guaranty, surety arrangement or other commitment granted by the Corporation to or for the benefit of any third party. A “material” agreem...
Contracts, Leases, Agreements and Other Commitments. (a) Except as otherwise disclosed on Schedule 3.2.11 (or on another Schedule to this Agreement), Company is not a party to or bound by any written, oral or implied contract, agreement, lease, power of attorney, guaranty, surety arrangement, instrument or other commitment, including but not limited to any contract or agreement for the purchase or sale of goods or for the rendition of services, including, but not by way of limitation, (i) employment-related agreements, (ii) agreements restricting in any manner Company’s right to compete, (iii) agreements restricting Company’s right to purchase, develop, manufacture, sell or distribute any product, (iv) the right of any other person to compete with Company, (v) the ability of Company to employ or hire; (vi) secrecy or confidentiality agreements entered into outside the ordinary course of business; (vii) requirements contracts; (viii) loan or credit agreements, guaranty agreements, pledge agreements, notes, security agreements, mortgages, debentures, indentures, factoring agreements or letters of credit; or (ix) any contract, agreement or arrangement containing a change of control provision.
(b) True, correct and complete copies of all disclosures in Schedule 3.2.11 (including all amendments thereto) have been delivered to Purchaser. Company is not currently negotiating any transaction involving (i) a license or other disposition of any material Intellectual Property; or (ii) an aggregate payment by Company and/or receipts to Company in excess of $1,000.00 that it has not disclosed to Purchaser.
(c) All disclosures in Schedule 3.2.11 are in full force and effect and are legal, valid, binding and enforceable against the respective parties thereto in accordance with their respective terms. Except as disclosed on Schedule 3.2.11, all parties to all agreements have performed all obligations required to be performed to date and neither Company nor any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder. The execution and delivery of this Agreement, the consummation of the transactions provided for herein and the fulfillment of the terms hereof by Company do not and will not, with or without the giving of notice, the lapse of time, or both, result in the breach of any of the terms and provisions of, or constitute a default under, or conflict with, or cause a...
Contracts, Leases, Agreements and Other Commitments. The --------------------------------------------------- Company is not a party to or bound by any written, oral or implied contract, agreement, lease, power of attorney, guaranty, surety agreement, or other commitment except for the following (collectively, the "Corporation Agreements"):
(a) the Management Agreements described on Schedule 2.6; ------------
(b) agreements involving a maximum possible liability or obligation on the part of the Company of less than $5,000 each and less than $15,000 in the aggregate; and
(c) the agreements listed on Schedule 2.16 attached hereto. ------------- True, correct and complete copies of all of the Corporation Agreements, including all amendments thereto, have been delivered to Purchaser. Except as shown on Schedule 2.16, the Company and all other parties to all of ------------- the Corporation Agreements have performed all of the obligations required to be performed under the Corporation Agreements, and neither the Company nor any other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default under such Corporation Agreements. The consummation of the transactions provided for in this Agreement will not result in an impairment or termination of any of the Company's rights under any Corporation Agreement and do not require the consent of or notice to any party other than the Company. None of the terms or provisions of any Corporation Agreement materially adversely affects the Assets or Business of the Company. Schedule 2.16 also contains a listing of all outstanding written and oral proposals, bids, offers, guaranties, advances or credit granted which, if accepted, could impose any debts, obligations or liabilities upon Purchaser after the Closing Date.
Contracts, Leases, Agreements and Other Commitments. Except for the PGS Agreements (as described in Section 3.1(q)) and equipment and furniture leases entered into the ordinary course of business, Schedule 3.1
Contracts, Leases, Agreements and Other Commitments. Except as --------------------------------------------------- described on Schedule 3.5 and, as to the Founder, limited to the best of the ------------ Founder's knowledge, the Company is not a party to or bound by any written, oral or implied contract, agreement, lease, power of attorney, guaranty, surety arrangement, or other commitment, in excess of $10,000, including, but not limited to, any contract or agreement for the purchase or sale of merchandise or for the rendition of services.
Contracts, Leases, Agreements and Other Commitments. The Seller is not a party to nor is it bound by any written or oral contract, agreement, lease, power of attorney, guaranty, surety arrangement or other commitment, including, but not limited to, any contract or agreement for the purchase or sale of merchandise or for programming or software of the Seller or for the rendition of services, except for the Material Contracts listed on the Contract Schedules and the Non-Material Contracts (subject to the $25,000 limitation provided in Section 1.1.3) and the Seller has provided to the Buyer or its representatives complete and correct copies of all written Material Contracts and all amendments, modifications, extensions and renewals thereof and written summaries of all oral Material Contracts. No change in any term or provision of any Contract will occur as a result of the acquisition of the Assets by the Buyer or the assignment by the Seller of such Contract to the Buyer.
Contracts, Leases, Agreements and Other Commitments. (a) Schedule 4.11(a) lists the accounts with which VFAM has assets under management (the "Investment Accounts") and Schedule 4.11(a) lists all the Investment Accounts that are party to an agreement with VFAM (each a "Investment Advisory Agreement"). Schedule 4.11(a) lists the Investment Accounts with assets under management valued in excess of $1,000,000 as of September 30, 1999. VFAM and each client with an Investment Account are parties to an Investment Advisory Agreement ("Investment Advisory Agreement"). VFAM has delivered to Buyer copies of all Investment Advisory Agreements between VFAM and Investment Accounts with assets under management in excess of $3,000,000.
(b) Schedule 4.11(b) sets forth each written or oral contract, agreement, lease, power of attorney, guaranty, surety agreement or other commitment, including any amendment to any of the foregoing, to which VFAM is a party or by which it is bound other than:
(1) Investment Advisory Agreements as described in Section 4.11(a);
(2) agreements involving a maximum liability or obligation on the part of VFAM of less than $10,000 each.
(c) True, correct and complete copies of all of the items set forth on Schedule 4.11(a) and Schedule 4.11(b) (such items are collectively the "Corporation Agreements") (including all amendments thereto) have been delivered to Buyer (except for Investment Advisory Agreements between VFAM and Investment Accounts with assets under management less than $3,000,000). All of the Corporation Agreements are valid, binding and enforceable in accordance with their terms. Except as shown on Schedules 4.11 (a) and (b), VFAM and, to the best knowledge of the Shareholders, all of the parties to the Corporation Agreements have performed all material obligations required to be performed to date under such Corporation Agreements and VFAM is not and, to the best knowledge of the Shareholders, any such other party is not in default or in arrears under the terms thereof, and, to the best knowledge of the Shareholders, no condition exists or event has occurred which, with the giving of notice of lapse of time or both, would constitute a default thereunder. The Corporation Agreements are in full force and effect in accordance with their terms and are free and clear of any liabilities, claims, liens or encumbrances, of any kind, and, except as set forth on Schedule 4.05, Section 7.03 or otherwise in this Agreement, the consummation of this Agreement and the transactions contemplated hereby w...
Contracts, Leases, Agreements and Other Commitments. The --------------------------------------------------- Company is not a party to or bound by any written, oral or implied contract, agreement, lease, power of attorney, guaranty, surety agreement, or other commitment except for the following (collectively, the "Corporation Agreements"):
(a) the Management Agreements described on Schedule 2.3; ------------
(b) the Leases described on Schedule 2.5; ------------
(c) agreements involving a maximum possible liability or obligation on the part of the Company of less than $50,000 each and less than $150,000 in the aggregate; and
(d) the agreements listed on Schedule 2.10(d) attached hereto. ----------------
