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.
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Samples: Membership Interest Purchase Agreement (Rentech Inc /Co/)
Contracts, Leases, Agreements and Other Commitments. (a) Schedule 4.17 contains None of the Rare Companies is a complete and accurate list of all writtenparty to or bound by any oral, oral written or implied contracts, agreements, licenses, leases, employment agreements, powers of attorney, guaranteesguaranties, sureties surety 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 boundcommitments, except for the policies listed following (which are hereinafter collectively called the "Corporation Agreements"):
(i) The leases and agreements described 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”4.1(m).; and
(bii) Agreements involving a maximum possible liability or obligation on the part of Rare Telephony of less than Five Hundred Dollars ($500) in the aggregate. True, correct and complete copies of each Corporation Agreement described and listed under Subsection 4.1(m) have been made available to Acquiror prior to the execution of this Agreement. All of the Acquired Company Corporation Agreements are in full force and effect and are valid, binding and enforceable against the respective parties thereto in accordance with their respective terms. Following the Merger, the Surviving Corporation shall become entitled to all rights of Rare Telephony under such of the Corporation Agreements to which Rare Telephony is a party as if the Surviving Corporation were the original party to such Corporation Agreements. Additionally, the Corporation Agreements which are executed by Cash Back or Free, as the case may be, shall continue to be 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’ rightsfollowing the Merger. Each of Seller and the Acquired Company (as applicable) and, to the knowledge of Seller, all other All parties to all of the Acquired Company Corporation Agreements have performed all material obligations required to be performed to date under the Acquired Company Agreements such Corporation Agreements, and none of Seller nor the Acquired Company (as applicable) nor, to the knowledge of Seller and the Acquired Company, any such other no party is in default or in arrears under the terms thereof. No , 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 by Seller thereunder. The consummation of this Agreement and the Merger will not result in an impairment 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 termination of any intention by of the rights of any counterparty to terminateof the Rare Companies under any Corporation Agreement. None of the terms or provisions of any Corporation Agreement materially adversely affects the business, repudiate prospects, financial condition or amend results of operations of any Acquired Company Agreement or suspend performance (in whole or in part) thereunder or to refuse to renew one of the same on the same terms and conditions upon expiration of its termRare Companies.
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Contracts, Leases, Agreements and Other Commitments. Seller is not a party to or bound by any written or oral contact, agreement, lease, power of attorney, guarantee, surety agreement or other legally binding obligation except for the following (collectively, the “Seller Agreements”):
(a) The Lease attached to Schedule 4.17 contains a complete 4.5;
Section 2.1 (e);
(b) Executory contracts for the sale of motor vehicles as set forth in
(c) The dealer sales 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 service agreement with the Manufacturer with respect to the ProjectDealership;
(d) Agreements involving a maximum possible liability or obligation on the Acquired Company is subject or to which any part of such party’s properties or assets, including Seller of not more than Two Thousand Dollars ($2,000.00) each and more than Twenty- Five Thousand Dollars ($25,000) in the Project aggregate; and
(or, as to Seller, primarily relating to the Project), is otherwise bound, except for the policies e) The Agreements listed on Schedule 4.18 (4.11. True, correct and complete copies of all items listed or referenced of the Seller Agreements and all documents on Schedule 4.17 and Schedule 4.18 are hereinafter referred 4.11, including all amendments thereto, have been delivered 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’ rightsBuyer. Each of Seller and the Acquired Company (as applicable) and, to the knowledge of Seller’s knowledge, all other parties to all of the Acquired Company Seller Agreements have performed all material of the obligations required to be performed to date in all material respects under the Acquired Company Seller Agreements and none as of the date hereof. Neither the Seller nor the Acquired Company (as applicable) nor, to the knowledge of Seller and the Acquired CompanySeller’s knowledge, any such other party is in default or in arrears any material respect under the terms thereof. No of any Seller Agreement, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute such a default thereunder by under such Seller Agreement. The consummation of the transactions provided for in this Agreement will not result in an impairment or termination of Seller’s rights under any Seller Agreement except Seller’s dealer sales and service agreement with 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 termManufacturer.
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Samples: Asset Purchase Agreement
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 Hantro Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against Hantro or the Hantro Subsidiaries, as the case may be, and against the other respective parties thereto 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)terms. Hantro, 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) Hantro Subsidiaries and, to the knowledge Knowledge of Sellerthe Hantro Stockholders, all other parties to all of the Acquired Company Hantro Agreements have performed all material obligations required to be performed to date under the Acquired Company Hantro Agreements and none of Seller nor Hantro, the Acquired Company (as applicable) norHantro Subsidiaries or, to the knowledge Knowledge of Seller and the Acquired CompanyHantro Stockholders, any such other party is in any material default or in arrears under the terms thereof. No , 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 by Seller Hantro or the Acquired Company orHantro Subsidiaries thereunder or otherwise result in any payment obligations on the part of Hantro or the Hantro Subsidiaries not reserved for in the financial statements of Hantro or the Hantro Subsidiaries which are included in Schedule 5.4. Except as set forth on Schedule 5.13 of the Hantro Disclosure Schedules, to the knowledge execution of Seller this Agreement and Acquired Companythe consummation of the transactions contemplated hereby do not and will not, by 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 other party theretoof the terms or provisions of, or constitute a default under, or conflict with, any Hantro Agreement. Neither Seller Hantro nor the Acquired Company has knowledge Hantro Subsidiaries have received any written notice of any intention by any counterparty party to terminate, repudiate terminate or amend any Acquired Hantro Agreement.
(b) Hantro has made available to the Company Agreement all relevant information regarding (A) all outstanding written and oral proposals, bids, offers or suspend performance guaranties made by Hantro or any Hantro Subsidiary, which, if accepted, would result in any or could impose any material debts, obligations or liabilities upon Hantro or any Hantro Subsidiary, and (B) unexpired warranties relating to Hantro’s and the Hantro Subsidiaries’ products or services, detailing the products or services covered by each warranty (the “Product Warranties”).
(c) For purposes of Section 5.13 the term “Hantro Agreements” means (A) any material written or oral 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 or oral lease, or (C) any written or oral power of attorney, guaranty, surety arrangement or other material commitment granted by Hantro and/or any Hantro Subsidiary to or for the benefit of any third party. A “material” agreement, contract or lease shall mean an agreement, contract or lease pursuant to which Hantro or any Hantro Subsidiary is obligated, or reasonably expects to be required, to pay, or provide services valued at, or is entitled to receive, amounts in whole or excess of $75,000 in part) thereunder or to refuse to renew the same on the same terms and conditions upon expiration any 12-month period. Any lease of its termreal property shall be deemed a material lease.
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Contracts, Leases, Agreements and Other Commitments. (a) Schedule 4.17 contains Seller --------------------------------------------------- is not a complete and accurate list of all party to or bound by any written, oral or implied contractscontract, agreementsagreement, leaseslease, powers power of attorney, guaranteesguaranty, sureties arrangements surety agreement, 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, commitment except for the policies listed following (collectively, the "Corporation Agreements"):
(a) the Management Agreements described 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”).2.3; ------------
(b) All the Leases described on Schedule 2.5; ------------
(c) agreements involving a maximum possible liability or obligation on the part of Seller of less than $5,000 each and less than $15,000 in the aggregate; and
(d) the agreements listed on Schedule 2.10(d) attached hereto. ---------------- True, correct and complete copies of all of the Acquired Company Agreements are in full force written Corporation Agreements, including all amendments thereto, and effect and are validcomplete descriptions of all material oral Corporation Agreements, binding and enforceable against the respective parties thereto in accordance with their respective terms subject have been delivered to general equitable principles (regardless of whether such enforceability is considered in a proceeding at equity or at lawPurchaser. Except as shown on Schedule 2.10(d), 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 ---------------- Corporation Agreements have materially performed all material of the obligations required to be performed to date under the Acquired Company Agreements Corporation Agreements, and none of neither 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 , 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 by Seller 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 Seller's rights under any Corporation Agreement and, except as set forth on Schedule 2.12, do not require ------------- the Acquired Company orconsent of or notice to any party other than Seller. To the best of Seller's knowledge, to none of the knowledge terms or provisions of any Corporation Agreement materially adversely affects the Assets or Business of Seller as currently operated by Seller. Schedule 2.10(d) also contains a listing of all material ---------------- outstanding written and Acquired Companyoral proposals, by bids, offers, guaranties, advances or credit granted which, if accepted, could impose any other party thereto. Neither Seller nor debts, obligations or liabilities upon Purchaser after 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 termClosing Date.
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Contracts, Leases, Agreements and Other Commitments. (a) Schedule 4.17 contains No Seller --------------------------------------------------- Group Member is a complete and accurate list of all party to or bound by any written, oral or implied contracts, agreements, leases, powers Contract in respect of attorney, guarantees, sureties arrangements or other commitments to which Seller (primarily with respect related 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, Business except for the policies listed on following (collectively, the "Corporation Agreements"):
(a) the Management Agreements (including, without limitation, the Active Storage Agreements) described in 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”).J;
(b) All the Leases described in Schedule B;
(c) the Personal Property Leases described in Schedules C and D;
(d) agreements, each of which either (i) involves a maximum possible liability or obligation on the part of a Seller Group Member of less than $15,000 per annum or (ii) is terminable by a Seller Group Member on less than 90 days notice without any termination or breakage costs; and
(e) the agreements listed on Schedule K. True, correct and complete copies of all of the Acquired Company Corporation Agreements are (other than the Management Agreements and those agreements identified 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 lawSection 2.16(d)), including all amendments thereto, will be delivered or made available to Purchaser. Access to true, correct and except complete copies of all of the Management Agreements, including all amendments thereto, has been provided to Purchaser. Except as enforceability thereof may be limited by applicable bankruptcyshown on Schedule K, 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 Corporation Agreements (including, without limitation, any Selling Group Members) have performed all material of the obligations required to be performed to date under the Acquired Company Agreements Corporation Agreements, and none of neither Seller nor the Acquired Company any other party (as applicable) norincluding, to the knowledge of Seller and the Acquired Companywithout limitation, any such other party Selling Group Member) is materially in default or in arrears under the terms thereof. No , and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a material default thereunder by under such Corporation Agreements or give rise to a right of termination under the Corporation Agreements. Subject to Section 6.20, the consummation of the transactions provided for in this Agreement will not result in a termination of any of the rights of a Selling Group Member under any Corporation Agreement and do not require the consent of or notice to any party other than a Seller Group Member. None of the terms or provisions of any Corporation Agreement materially adversely affects the Purchased Assets or the Acquired Company orBusiness. Schedule K also contains a list of all outstanding, to binding proposals advanced within the knowledge last 12 months, other than those proposals advanced in the normal course 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 termbusiness at competitive market rates.
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