Contracts, Leases, Etc. The Corporation has no existing contracts (whether written or oral) of any nature except through its subsidiary N.C.S. LLC which has a contractual right to provide Workers Compensation Insurance through the Phoenix Fund. The Corporation has performed in all material respects all obligations required to be performed by it and is not in default in any material respect, under any previous agreement, obligation or other commitment (oral or written), leases or license agreements or franchise agreements to which it was a party or to which it was bound. The Corporation is not a guarantor or secondarily liable for the payment of any debt, liability or dividend.
Contracts, Leases, Etc. (a) The Seller has provided or has caused the Company to provide copies of all Contracts to which the Company is a party, or by which any of its property or assets are bound, that fall into one or more of the following categories (each, a “Material Contract”):
(i) Contracts with any current or former shareholder, director, manager or officer of the Company or any of its Affiliates;
(ii) Contracts for the sale of any of the assets of the Company other than in the ordinary course of business;
(iii) Joint venture agreements;
(iv) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with the Company in any line of business or in any geographical area;
(v) Contracts relating to the acquisition by the Company of any operating business or the capital stock of any other Person;
(vi) Contracts relating to the borrowing of money;
(vii) Any lease of real estate; or
(viii) Any other Contracts, other than leases of real property and proposals or purchase orders entered into with customers in the ordinary course of business, which involve the receipt or expenditure of more than $50,000 in the aggregate or require performance by any party more than two years from the date hereof.
(b) Each of such Material Contracts is true, complete and correct in all material respects. With respect to each Material Contract: (i) the Material Contract is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any third party consents required under such Material Contract in connection with a transfer of the Acquired Interests, the Material Contract will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement; and (iii) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under the Contract. Neither the Company nor the Purchaser will be subject to any penalty or liquidated damages by reason of the sale of Acquired Interests contemplated by this Agreement.
Contracts, Leases, Etc. Except as listed on Schedule 4.13 hereto, Seller is not, with respect to the Business or the Purchased Assets, a party to any written or oral:
(a) agreement, contract or commitment with any present or former shareholder, director, officer, employee or consultant or for the employment of any Person, including any consultant;
(b) agreement, contract, commitment or arrangement with any labor union or other representative of employees;
(c) agreement, contract or commitment for the future purchase of, or payment for, supplies or products which obligates Seller to purchase supplies or products not limited as to quantity or at a specified price unrelated to the market price and which is not cancelable on 30 days' notice or less without penalty; or for the performance of services by a third party which involves in any one case $5,000 or more and is not cancelable on 30 days' notice or less without penalty;
(d) agreement, contract or commitment to sell or supply products or to perform services which obligates Seller to sell products or perform services on terms not limited as to quantity but limited as to price which is not cancelable on 30 days' notice or less without penalty;
(e) representative, distribution, purchase or sales agency agreement, contract or commitment;
(f) lease under which Seller is either lessor or lessee;
(g) note, debenture, mortgage, pledge, charge, security agreement, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other contract or commitment for borrowing or lending of money (including, without limitation, loans to or from officers, directors or any member of their immediate families), agreement or arrangements for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other person;
(h) agreement, contract or commitment for any charitable or political contribution;
(i) agreement, contract or commitment for any capital expenditure in excess of $5,000;
(j) agreement, contract or commitment limiting or restraining it from engaging or competing in any lines of business with any Person;
(k) license, franchise, distributorship or other similar agreement, including those which relate in whole or in part to any patent, trademark, trade name, service xxxx or copyright or to any ideas, technical assistance or other know-how of or used by it in the operation of the Business;
(l) profit sharing, stock purchase, stock option, pension, retirement, long-term disability, h...
Contracts, Leases, Etc. Organitech represents that [except as listed and described on Schedule 4.28 or any other Schedule attached hereto,] Organitech is not a party to any written Contracts of the type described below:
4.28.1. agreement or commitment with any current or former shareholder, director, or officer, or any of their Affiliates;
4.28.2. agreement or commitment to sell or supply products or to perform services which obligates Organitech to sell products or perform services which involves in any one case $[10,000] which is not cancelable on thirty (30) days notice or less without penalty;
4.28.3. ease under which Organitech is either lessor or lessee of personal property requiring annual lease payments (including rent and any other charges) in excess of $[10,000], and any lease under which Organitech is the lessor of real property;
4.28.4. note, debenture, mortgage, pledge, charge, security agreement, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other contract or commitment for borrowing or lending of money (including, without limitation, loans to or from current or former officers, directors, shareholders or any member of their Affiliates), agreement or arrangements for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other person;
4.28.5. agreement, contract or commitment for any capital expenditure in excess of $[10,000];
4.28.6. agreement, contract or commitment limiting or restraining it from engaging or competing in any lines of business with any person;
4.28.7. license, franchise, distributorship or other similar agreement, including those which relate in whole or in part to any patent, trademark, tradename, service xxxx or copyright or to any ideas, technical assistance or other know-how of or used by it in the operation of its Business;
4.28.8. power of attorney granted by Organitech in favor of any person or entity;
4.28.9. other agreement requiring payments or other consideration by or from Organitech in excess of $[10,000] during the remainder of its term; or
4.28.10. licensing arrangements, joint ventures and royalty and franchise agreements.
4.28.11. Organitech, and to the knowledge of Organitech, the other parties thereto, are in compliance with the provisions of each of the Contracts; neither Organitech nor, to the knowledge of Organitech, any of the other parties thereto, are in default in the performance, observance or fulfillment of any obligation, covenant or ...
Contracts, Leases, Etc. As of the date hereof, Potomac is not a party to any lease, contract, undertaking or other commitment, written or oral, except:
(a) Those leases, contracts, undertakings or other commitments listed in Schedules 3.17, 3.18, 3.19 and 3.22 hereto; and
(b) Those leases, contracts, undertakings and commitments not materially affecting the business of Potomac. The original or a full, true and correct copy of each item listed in the aforementioned schedules (together with supplements and amendments thereto) or a summary of the material provisions, in the event a formal document is not in existence, has been delivered to or examined by IMNF. Potomac is not in default under any lease, contract, undertaking or other commitment materially affecting its business. To the extent that any lease, contract, undertaking or other commitment set forth in the aforementioned schedules requires the consent of any other person or party to its assignment, Potomac agrees to use its best efforts to procure such consent and to deliver the same to IMNF on or before the Closing Date.
Contracts, Leases, Etc. (a) Except as listed on Schedule 4.27, Schedule 4.35 or any other Schedule attached hereto, neither the Company nor any Subsidiary is a party to any Contracts of the type described below:
(i) agreement or commitment with any current or former shareholder, director, or officer, or any of their Affiliates;
(ii) agreement, commitment or arrangement with any labor union or other representative of Employees;
(iii) employment agreement or severance agreement with any Employee involving the payment of the aggregate of salary, wages, bonuses and other compensation of more than Twenty-Five Thousand Dollars ($25,000) individually during the term thereof;
(iv) agreement or commitment for the performance of services by a Third Party which involves in any one case Fifty Thousand Dollars ($50,000) and is not cancelable on thirty (30) days notice or less without penalty. Schedule 4.27 also contains a list of the 20 largest (in terms of dollar amount) outstanding customer orders for products as of June 30, 1998;
(v) agreement or commitment to sell or supply products or to perform services which obligates the Company or any Subsidiary to sell products or perform services which involves in any one case Fifty Thousand Dollars ($50,000) which is not cancelable on thirty (30) days notice or less without penalty;
(vi) distribution agreement where the Company or any Subsidiary is acting as supplier or distributor or any agency agreement where the Company or any Subsidiary is acting as principal or agent; Execution
(vii) lease under which the Company or any Subsidiary is either lessor or lessee of personal property requiring annual lease payments (including rent and any other charges) in excess of Fifty Thousand Dollars ($50,000), and any lease under which the Company or any Subsidiary is the lessor of Real Property;
(viii) note, debenture, mortgage, pledge, charge, security agreement, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other contract or commitment for borrowing or lending of money (including, without limitation, loans to or from current or former officers, directors, shareholders or any member of their Affiliates), agreement or arrangements for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other person;
(ix) agreement, contract or commitment for any charitable or political contribution;
(x) agreement, contract or commitment for any capital expenditure in excess of Twenty-Fiv...
Contracts, Leases, Etc. As of the date hereof, BDMC is not a party to any lease, contract, undertaking or other commitment, written or oral, except:
(a) Those leases, contracts, undertakings or other commitments listed in the Schedules hereto; and
(b) Those leases, contracts, undertakings and commitments not materially affecting the business of BDMC. The original or a full, true and correct copy of each item listed in the aforementioned schedules (together with supplements and amendments thereto) or a summary of the material provisions, in the event a formal document is not in existence, has been delivered to or examined by IMNF. BDMC is not in default under any lease, contract, undertaking or other commitment materially affecting its business. To the extent that any lease, contract, undertaking or other commitment set forth in the aforementioned schedules requires the consent of any other person or party to its assignment, CFI agrees to use its best efforts to procure such consent and to deliver the same to IMNF on or before the Closing Date.
Contracts, Leases, Etc. Simultaneously with the Closing Date, Sellers will deliver to Buyers, outside of the closing escrow, originals or, if originals are not in Sellers’ possession, copies of (a) documents evidencing other permits, licenses, approvals, utility rights, development rights, Tax Credits and similar rights related to the Properties, if any, that are transferred to Buyers, (b) all Leases and all guaranties of Leases, (c) all assignable warranties and guaranties covering all or any part of the Properties that are transferred to Buyers; (d) all assignable Service Contracts; (e) keys to the Properties; (e) any other item or thing included in the Properties and necessary for the operation of the Properties.
Contracts, Leases, Etc. Except as listed and described on Schedule 4.18 attached hereto, Seller is not a party to any Contract of the type described below:
(a) with any current or former shareholder, director, or officer of Seller, or any of their Affiliates;
(b) with any labor union or other representative of the Employees;
(c) with any Employee;
(d) with any Independent Contractor in excess of Five Thousand Dollars ($5,000);
(e) for the performance of services or the supply of products by a third party to Seller in excess of Five Thousand Dollars ($5,000);
(f) to sell or supply products or to perform services which obligates Seller to sell products or perform services for a third party in excess of Five Thousand Dollars ($5,000);
(g) outstanding proposal to sell or supply products or to perform services for a third party which, upon acceptance of such proposal, would obligate Seller to sell products or perform services for a third party in excess of Five Thousand Dollars ($5,000);
(h) where Seller is acting as supplier or distributor or where Seller is acting as principal or agent;
(i) under which Seller is either lessor or lessee of personal property;
(j) under which Seller is the lessor or lessee of real property;
(k) which evidences Indebtedness, including, without limitation, capital leases, or providing for any Lien on any of the Purchased Assets, excluding Accounts Receivable in the Ordinary Course of Business;
(l) for any charitable or political contribution;
(m) for any capital expenditure in excess of Five Thousand Dollars ($5,000);
(n) limiting or restraining Seller from engaging or competing in any lines of business with any Persons;
(o) license, franchise, distributorship, joint venture, royalty or other similar Contract, including, without limitation, those which relate in whole or in part to any Purchased Asset or any Intellectual Property of Seller;
(p) with any Governmental or Regulatory Authority;
(q) power of attorney granted by Seller in favor of any Person;
(r) other Contract requiring payments or other consideration by or from Seller in excess of Five Thousand Dollars ($5,000) during the remainder of its term;
(s) which involves an obligation to indemnify, defend or hold harmless any other Person; or
(t) other material Contract not made in the Ordinary Course of Business.
Contracts, Leases, Etc. All material contracts, agreements, ----------------------- leases, licenses and other commitments to which the Company or any Subsidiary is a party, or by which the Company or any Subsidiary or any of their respective properties or assets may be bound, are valid and in full force and effect. No material breach or default, or event which, with notice or lapse of time or both, would constitute a material breach or default, by the Company or any Subsidiary (or, to the knowledge of the Company or any Subsidiary by any other party thereto) exists with respect to any material contract, agreement, lease, license or other commitment to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties or assets may be bound. Neither the Company nor any Subsidiary has received any notice of cancellation or non-renewal of any material lease, contract or agreement. The Company is in compliance with its Certificate of Formation, this Agreement and the Ancillary Agreements to which it is a party. Each Subsidiary is in compliance with its organizational documents and the Ancillary Agreements to which it is a party.
