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Common use of CONTRACTS, LEASES AND COMMITMENTS Clause in Contracts

CONTRACTS, LEASES AND COMMITMENTS. (a) The Disclosure Schedule sets forth all (i) employment, severance, compensation, consulting and indemnification agreements (“Employment Agreements”) between Boardtown and its present or former employees, officers, directors and consultants (or former employees, officers, directors and consultants to the extent there remain at the date hereof obligations to be performed by Boardtown), (ii) agreements which provide for aggregate future payments by or to Boardtown of more than five thousand dollars (US$5,000) which are not terminable by Boardtown on less than sixty (60) or fewer days’ notice without penalty, (iii) agreements containing covenants limiting the freedom of Boardtown to compete with any person in any line of Business or in any area or territory, (iv) leases with respect to real property, and (v) material Obligations, to which Boardtown is a party (collectively, the “Boardtown Contracts”). Boardtown does not own any real property. (b) True, complete and correct copies of all written contracts, commitments, agreements, leases or arrangements, including any amendments, modifications and extensions thereof, which are material to the Business of Boardtown, including, without limitation, the Boardtown Contracts that have previously been made available to Tucows. Each of the Boardtown Contracts is in full force and effect and under any of the Boardtown Contracts, no default or event has occurred which, with notice or lapse of time or both, would constitute a default or an event of default on the part of Boardtown, or to the knowledge of Boardtown, on the part of any of the other parties thereto, except for such defaults which, both individually and in the aggregate, would not have a Material Adverse Effect on Boardtown. (c) Boardtown is not a party to any contract, agreement or understanding which contains a “change in control”, “potential change in control” or similar provision and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Boardtown to any person or result in the termination or right of termination of a party to the contract, agreement or understanding. (d) Except for Liens set forth on the Disclosure Schedule, Boardtown owns all of its assets and property with good and marketable title thereto and free of all Liens (and for the purposes of this S. 2.12

Appears in 1 contract

Samples: Stock Purchase Agreement (Tucows Inc /Pa/)

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CONTRACTS, LEASES AND COMMITMENTS. (a) The Disclosure Schedule sets Company has furnished to iTurf true and complete copies of the material contracts, leases and commitments listed in SCHEDULE 2.13 hereto, including summaries of the terms of any unwritten commitments. Except as set forth all in SCHEDULE 2.13, (i) employmentthe Company, severance, compensation, consulting and indemnification agreements (“Employment Agreements”) between Boardtown and its present or former employees, officers, directors and consultants (or former employees, officers, directors and consultants to the extent there remain knowledge of the Company, the other parties thereto, have complied in all material respects with such contracts, leases and commitments, all of which are valid and enforceable except as may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditor's rights generally and general principles of equity (regardless of whether enforceability is considered a proceeding at the date hereof obligations to be performed by Boardtownlaw or in equity), ; (ii) agreements which provide for aggregate future payments by or to Boardtown of more than five thousand dollars (US$5,000) which are not terminable by Boardtown on less than sixty (60) or fewer days’ notice without penalty, (iii) agreements containing covenants limiting the freedom of Boardtown to compete with any person in any line of Business or in any area or territory, (iv) leases with respect to real property, and (v) material Obligations, to which Boardtown is a party (collectively, the “Boardtown Contracts”). Boardtown does not own any real property. (b) True, complete and correct copies of all written such contracts, commitments, agreements, leases or arrangements, including any amendments, modifications and extensions thereof, which commitments are material to the Business of Boardtown, including, without limitation, the Boardtown Contracts that have previously been made available to Tucows. Each of the Boardtown Contracts is in full force and effect and under any of the Boardtown Contracts, there exists no default event or event has occurred which, condition which with or without notice or lapse of time or both, would constitute be a default or an event thereunder, give rise to a right in favor of default on the part of Boardtowna third party or, or to the knowledge Company's knowledge, in favor of Boardtown, the Company to accelerate or terminate any provision thereof or give rise to any Lien on the part of any of the other parties theretoassets or properties of the Company; and (iii) all of such contracts, except for such defaults which, both individually leases and commitments have been entered into on an arm's-length basis and in the aggregateordinary course of business. (b) The Company is not a party, would nor is any of its assets or business subject, to any contract, lease or commitment not have a Material Adverse Effect listed in SCHEDULE 2.13 (including, without limitation, purchase or sales commitments, financing or security agreements or guaranties, repurchase agreements, agency agreements, manufacturers representative agreements, commission agreements, employment or collective bargaining agreements, pension, bonus or profit-sharing agreements, group insurance, medical or other fringe benefit plans and leases of real or personal property), other than contracts terminable without penalty on Boardtown.not more than (c) Boardtown is not a party to any contract, agreement or understanding which contains a “change in control”, “potential change in control” or similar provision and the consummation The term of the transactions contemplated Custom Mail Services Agreement between the Company and Commtouch Software, Inc., as amended by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Boardtown to any person or result in the termination or right of termination of a party to the contractAddendum 1 dated January 10, agreement or understanding2000 expires on May 3, 2001. (d) Except for Liens set forth on Notwithstanding anything contained in the Disclosure Scheduleagreement to the contrary, Boardtown owns all the commission rate payable by the Company to Worldata under the Worldata E-mail Newsletter Management Agreement between the Company and Worldata dated January 17, 1999 is fifteen (15%). (e) There is no conflict between the Company's obligations (i) under the Worldata List Management Agreement between the Company and Worldata and (ii) the Online Database Management Agreement between the Company and 24/7 Mail dated January 21, 2000. (f) The "Effective Date" of its assets the Representation Agreement between the Company and property with good and marketable title thereto and free of all Liens Adsmart Corporation (and for the purposes of this S. 2.12as such term is defined therein) is not earlier than April 29, 1999.

Appears in 1 contract

Samples: Merger Agreement (Iturf Inc)

CONTRACTS, LEASES AND COMMITMENTS. (a) The Disclosure Schedule sets forth all (i) employment, severance, compensation, consulting and indemnification agreements (“Employment Agreements”) between Boardtown and its present or former employees, officers, directors and consultants (or former employees, officers, directors and consultants Seller has famished to the extent there remain at Purchaser true and complete copies of the date hereof obligations to be performed by Boardtowncontracts, leases, and commitments listed in Schedule 1.2(i), including summaries of the terms of any unwritten contracts, leases, or commitments. Except as set forth in the Disclosure Schedule: (ii1) agreements which provide for aggregate future payments by or the Seller and, to Boardtown the best of more than five thousand dollars (US$5,000) the knowledge of the Seller, the other parties thereto, have complied in all material respects with such contracts, leases, and commitments, all of which are valid and enforceable and, to the best of the knowledge of the Seller, will not terminable be adversely affected by Boardtown on less than sixty this acquisition or the transfer in connection therewith to the Purchaser; (602) or fewer days’ notice without penaltysuch contracts, (iii) agreements containing covenants limiting the freedom of Boardtown to compete with any person in any line of Business or in any area or territory, (iv) leases with respect to real propertyleases, and (v) material Obligations, to which Boardtown is a party (collectively, the “Boardtown Contracts”). Boardtown does not own any real property. (b) True, complete and correct copies of all written contracts, commitments, agreements, leases or arrangements, including any amendments, modifications and extensions thereof, which commitments are material to the Business of Boardtown, including, without limitation, the Boardtown Contracts that have previously been made available to Tucows. Each of the Boardtown Contracts is in full force and effect and under any of there exists no breach by the Boardtown Contracts, no default Seller thereof which with or event has occurred which, with without notice or lapse of time or both, would constitute be a default thereunder, give rise to a right to accelerate or an event of default on the part of Boardtownterminate any provision thereof, or give rise to the knowledge of Boardtownany lien, claim, encumbrance, or restriction on the part of any of the assets or properties of the Seller; and (3) all of such contracts, leases, and commitments have been entered into on an arm's-length basis, and none materially adversely affects the Business. The Seller is not a party, nor are any of its assets relative to the Business subject, to any contract, lease, or commitment not listed in Schedule 1.2(i) and 4.16 (including, without limitation, open purchase or sales commitments, financing or security agreements or guaranties, repurchase agreements, agency agreements, manufacturers representative agreements, commission agreements, employment or collective bargaining agreements, pension, bonus, or profitsharing agreements, group insurance, medical: or other parties theretofringe benefit plans, except for such defaults whichand leases of real or personal property), both other than (i) contracts terminable without penalty on not more than 30 days' notice that do not involve, individually and or in the aggregate, would not have a Material Adverse Effect on Boardtown. the receipt or expenditure of more than $5,000 in any one year, (cii) Boardtown is not a party to any contract, agreement purchase orders or understanding which contains a “change in control”, “potential change in control” or similar provision and the consummation commitments of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Boardtown to any person or result Seller entered into in the ordinary course of business that individually do not involve more than $5,000 or that are cancelable, or (iii) sales commitments of the Seller entered into in the ordinary course of business that individually do not involve more than $5,000 or for which there is no liability for nonshipment. If any of the contracts listed in Schedule 1.2(i) should provide for expiration or be subject to termination or right of termination of a party to before the contractClosing, agreement or understanding. (d) Except for Liens set forth on the Disclosure Schedule, Boardtown owns all of its assets and property with good and marketable title thereto and free of all Liens (and for the purposes of this S. 2.12the. Seller shall use its

Appears in 1 contract

Samples: Asset Purchase Agreement (Casino Resource Corp)

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CONTRACTS, LEASES AND COMMITMENTS. (a) The Disclosure Schedule sets Company has furnished to iTurf true and complete copies of the material contracts, leases and commitments listed in SCHEDULE 2.13 hereto, including summaries of the terms of any unwritten commitments. Except as set forth all in SCHEDULE 2.13, (i) employmentthe Company, severance, compensation, consulting and indemnification agreements (“Employment Agreements”) between Boardtown and its present or former employees, officers, directors and consultants (or former employees, officers, directors and consultants to the extent there remain at knowledge of the date hereof obligations to be performed by Boardtown)Company, the other parties thereto, have complied in all material respects with such contracts, leases and commit ments, all of which are valid and enforceable; (ii) agreements which provide for aggregate future payments by or to Boardtown of more than five thousand dollars (US$5,000) which are not terminable by Boardtown on less than sixty (60) or fewer days’ notice without penalty, (iii) agreements containing covenants limiting the freedom of Boardtown to compete with any person in any line of Business or in any area or territory, (iv) leases with respect to real property, and (v) material Obligations, to which Boardtown is a party (collectively, the “Boardtown Contracts”). Boardtown does not own any real property. (b) True, complete and correct copies of all written such contracts, commitments, agreements, leases or arrangements, including any amendments, modifications and extensions thereof, which commitments are material to the Business of Boardtown, including, without limitation, the Boardtown Contracts that have previously been made available to Tucows. Each of the Boardtown Contracts is in full force and effect and under any of the Boardtown Contracts, there exists no default event or event has occurred which, condition which with or without notice or lapse of time or both, would constitute be a default thereunder, give rise to a right to accelerate or an event of default terminate any provision thereof or give rise to any Lien on the part of Boardtown, or to the knowledge of Boardtown, on the part of any of the assets or properties of the Company; and (iii) all of such contracts, leases and commitments have been entered into on an arm's-length basis and in the ordinary course of business, and none is materially burdensome to the Company's business. (b) The Company is not a party, nor is any of its assets or business subject, to any contract, lease or commitment not listed in SCHEDULE 2.13 (including, without limitation, purchase or sales commitments, financing or security agreements or guaranties, repurchase agreements, agency agreements, manufacturers representative agreements, commis sion agreements, employment or collective bargaining agreements, pension, bonus or profit-sharing agreements, group insurance, medical or other parties theretofringe benefit plans and leases of real or personal property), except for such defaults whichother than contracts terminable without penalty on not more than 30 days' notice that do not involve, both individually and or in the aggregate, would not have a Material Adverse Effect on Boardtown. (c) Boardtown the receipt or expenditure of more than $10,000 in any one year. The Company is not a party to engaged in any contractmaterial disputes with customers or suppliers. To the knowledge of the Company, agreement no customer or understanding which contains a “change in control”supplier is con sidering termination, “potential change in control” non-renewal or similar provision any adverse modification of its arrangements with the Company, and the consummation of Company has not received any notice that the transactions contemplated by this Agreement will not (either alone would have a material adverse effect on the Company's relationship with any of its suppliers or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Boardtown to any person or result in the termination or right of termination of a party to the contract, agreement or understandingcustomers. (dc) Except for Liens set forth on The Company is not currently using the Disclosure ScheduleSiteServer Commerce Edition component, Boardtown owns all the e-mail component or the newsgroup component of its assets the software covered by the Microsoft Commercial Internet System 2.X License Agreement, dated March 2, 1999 by and property with good between Microsoft Corporation and marketable title MarketSource, as amended by Amendment No. 1 thereto and free of all Liens (and for the purposes of this S. 2.12"MICROSOFT AGREEMENT"), in a manner that has or would obligate the Company to pay any Subscriber Access License Fees (as such term is defined in the Microsoft Agreement).

Appears in 1 contract

Samples: Merger Agreement (Iturf Inc)

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