Contracts Listed; No Default. All contracts, agreements, licenses, leases, easements, permits, rights of way, commitments, and understandings, written or oral, connected with or relating in any respect to present or proposed future operations of Seller (except employment or other agreements terminable at will and other agreements which, in the aggregate, are not material to the business, properties or prospects of Seller and except governmental licenses, permits, authorizations, approvals and other matters referred to in Section 4.17) are listed and described in the information in Schedule 4.5 concerning Seller. Seller is the holder of, or party to, all of the Seller Contracts. To the knowledge of Seller, the Seller Contracts are valid, binding and enforceable by the signatory thereto against the other parties thereto in accordance with their terms. Neither Seller nor any signatory thereto is in default or breach of any material provision of the Seller Contracts. Seller's operation of its business has been, is, and will, between the date hereof and the Closing Date, continue to be, consistent with the material terms and conditions of the Seller Contracts.
Contracts Listed; No Default. All material contracts, agreements, licenses, leases, easements, permits, rights of way, commitments and understandings, written or oral, connected with or relating in any respect to the present or future operations of Powin Energy have been supplied to Powin Corporation (the “Powin Energy Contracts”). All such Powin Energy Contracts are valid and binding upon Powin Energy and are in full force and effect and enforceable in accordance with their terms, subject to the Enforceability Exception.
Contracts Listed; No Default. All contracts, agreements, licenses, leases, easements, permits, rights of way, commitments, and understandings, written or oral, connected with or relating in any respect to present or proposed future operations of Telesource (except employment or other agreements terminable at will and other agreements which, in the aggregate, are not material to the business, properties or prospects of Telesource and except governmental licenses, permits, authorizations, approvals and other matters referred to in Section 4.17), which would be required to be listed as exhibits to a Registration Statement on Form S-4 or an Annual Report on Form 10-K if Telesource were subject to the reporting requirements of the Exchange Act (individually, the "Telesource Contract" and collectively, the "Telesource Contracts"), have been described and disclosed to SBSG. Telesource is the holder of, or party to, all of the Telesource Contracts. To the best knowledge of Telesource, the Telesource Contracts are valid, binding and enforceable by the signatory thereto against the other parties thereto in accordance with their terms. Telesource's operation of its business has been, is, and will, between the date hereof and the Closing Date, continue to be, consistent with the material terms and conditions of the Telesource Contracts.
Contracts Listed; No Default. All material contracts, agreements, licenses, leases, easements, permits, rights of way, commitments, and understandings, written or oral, connected with or relating in any respect to the present operations of SBSG shall be disclosed to Telesource. All of such contracts, agreements, leases, commitments and understandings, written or oral, and any other contract, agreement, lease, commitment or understanding, written or oral, binding upon SBSG, are listed in the SBSG Disclosure Schedule (the "SBSG Contracts"). To the best knowledge of SBSG, the SBSG Contracts are valid, binding and enforceable by SBSG against the other parties thereto in accordance with their terms. Neither SBSG nor, to the best knowledge of SBSG, any of the other parties thereto is in default or breach of any material provision of the SBSG Contracts. SBSG shall furnish Telesource by the effective date of this agreement with a true and complete copy of each SBSG Contract, as amended.
Contracts Listed; No Default. All contracts, agreements, licenses, leases, easements, permits, rights of way, commitments, and understandings, written or oral, connected with or relating in any respect to present or proposed future operations of Competitive Companies (except employment or other agreements terminable at will and other agreements which, in the aggregate, are not material to the business, properties or prospects of Competitive Companies and except governmental licenses, permits, authorizations, approvals and other matters referred to in Section 4.17), which would be required to be listed as exhibits to a Registration Statement on Form S-4 or an Annual Report on Form 10-K if Competitive Companies were subject to the reporting requirements of the Exchange Act (individually, the "Competitive Companies Contract" and collectively, the "Competitive Companies Contracts"), are listed and described in the information in the registration statement concerning Competitive Companies. Competitive Companies is the holder of, or party to, all of the Competitive Companies Contracts. To the knowledge of Competitive Companies, the Competitive Companies Contracts are valid, binding and enforceable by the signatory thereto against the other parties thereto in accordance with their terms. Neither Competitive Companies nor any signatory thereto is in default or breach of any material provision of the Competitive Companies Contracts. Competitive Companies's operation of its business has been, is, and will, between the date hereof and the Closing Date, continue to be, consistent with the material terms and conditions of the Competitive Companies Contracts.
Contracts Listed; No Default. All contracts, agreements, licenses, leases, easements, permits, rights of way, commitments, and understandings, written or oral, connected with or relating in any respect to present or proposed future operations of Company (except employment or other agreements terminable at will and other agreements which, in the aggregate, are not material to the business, properties or prospects of Company and except governmental licenses, permits, authorizations, approvals and other matters referred to in Section 4.17) are listed and described in the information in Schedule 4.5 concerning Company. Company is the holder of, or party to, all of the Company Contracts. To the knowledge of Company, the Company Contracts are valid, binding and enforceable by the signatory thereto against the other parties thereto in accordance with their terms. Neither Company nor any signatory thereto is in default or breach of any material provision of the Company Contracts. Company's operation of its business has been, is, and will, between the date hereof and the Closing Date, continue to be, consistent with the material terms and conditions of the Company Contracts.
Contracts Listed; No Default. Sellers Disclosure Schedule 4.12 contains a complete and correct list as of the date hereof of all agreements, contracts and commitments of the following types, written or oral, to which the Company is a party or by which the Company or any of its properties is bound as of the date hereof: (i) mortgages, indentures, security agreements, letters of credit, loan agreements and other agreements, guarantees and instruments relating to the borrowing of money or extension of credit; (ii) employment, consulting, severance and agency agreements; (iii) collective bargaining agreements; (iv) bonus, profit-sharing, compensation, stock option, stock purchase, pension, severance, retirement, deferred compensation or other plans, trusts or funds for the benefit of employees, officers, agents or, directors (whether or not legally binding); (v) sales agency, manufacturer's representative or distributorship agreements; (vi) agreements, orders or commitments for the purchase of raw materials, supplies or finished products exceeding $2,500 per month and for the sale or other disposition of any waste products, garbage or by-products, exceeding $2,500 per month; (vii) agreements, orders or commitments, if any, for the sale of products exceeding $2,500 per month; (viii) licenses of intellectual property, transfer of technology or know how and other intellectual property rights; (ix) confidentiality agreements, including agreements binding any of the Company's employees; (x) agreements or commitments for capital expenditures in excess of $2,500 for any single project (it being warranted that all undisclosed agreements or commitments for capital projects do not exceed $10,000 in the aggregate for all projects); (xi) brokerage or finder's agreements; (xii) stockholders' agreements and any agreements restricting the transfer of any of the shares of the Company; (xiii) joint venture and partnership agreements; (xiv) leases for real and personal property; and (xv) other agreements, contracts and commitments which in any case involve payments or receipts of more than $2,500 per month. The Warranting Parties have made available to the Purchaser complete and correct copies of all such written agreements, contracts and commitments, together with all amendments thereto, and provided accurate descriptions of all oral agreements listed in Sellers Disclosure Schedule 4.12. All agreements, contracts and commitments referred to in this Section 4.12 are in full force and effect in accordance wi...
Contracts Listed; No Default. All contracts, agreements, licenses, leases, easements, permits, rights of way, commitments, and understandings, written or oral, connected with or relating in any respect to present or proposed future operations of Careertek (except employment or other agreements terminable at will and other agreements which, in the aggregate, are not material to the business, properties or prospects of Careertek and except governmental licenses, permits, authorizations, approvals and other matters referred to in Section 4.17), which would be required to be listed as exhibits to a Registration Statement on Form S-4 or an Annual Report on Form 10-K if Careertek were subject to the reporting requirements of the Exchange Act (individually, the "Careertek Contract" and collectively, the "Careertek Contracts"), are listed and described in the information in the registration statement concerning Careertek. Careertek is the holder of, or party to, all of the Careertek Contracts. To the knowledge of Careertek, the Careertek Contracts are valid, binding and enforceable by the signatory thereto against the other parties thereto in accordance with their terms. Neither Careertek nor any signatory thereto is in default or breach of any material provision of the Careertek Contracts. Careertek's operation of its business has been, is, and will, between the date hereof and the Closing Date, continue to be, consistent with the material terms and conditions of the Careertek Contracts.
Contracts Listed; No Default. All contracts, agreements, licenses, leases, easements, permits, rights of way, commitments, and understandings, written or oral, connected with or relating in any respect to present or proposed future operations of PC Universe (except employment or other agreements terminable at will and other agreements which, in the aggregate, are not material to the business, properties or prospects of PC Universe and except governmental licenses, permits, authorizations, approvals and other matters referred to in Section 4.17), which would be required to be listed as exhibits to a Registration Statement on Form S-4 or an Annual Report on Form 10-K if PC Universe were subject to the reporting requirements of the Exchange Act (individually, the "PC Universe Contract" and collectively, the "PC Universe Contracts"), are listed and described in the information in the registration statement concerning PC Universe. PC Universe is the holder of, or party to, all of the PC Universe Contracts. To the knowledge of PC Universe, the PC Universe Contracts are valid, binding and enforceable by the signatory thereto against the other parties thereto in accordance with their terms. Neither PC Universe nor any signatory thereto is in default or breach of any material provision of the PC Universe Contracts. PC Universe's operation of its business has been, is, and will, between the date hereof and the Closing Date, continue to be, consistent with the material terms and conditions of the PC Universe Contracts.
Contracts Listed; No Default. All material contracts, agreements, licenses, leases, easements, permits, rights of way, commitments and understandings, written or oral, connected with or relating in any respect to the present or future operations of Cove are, with the exception of this Agreement and the transactions contemplated hereby, described in Cove's SEC Reports and listed as exhibits thereto (the "Cove Contracts"). All such Cove Contracts are listed in Section 4.5 of the Cove Disclosure Schedule. The Cove Contracts are valid and binding upon Cove, and to Cove's Knowledge, the other parties thereto, and are in full force and effect and enforceable in accordance with their terms, subject to the Enforceability Exception and neither Cove, nor to Cove's Knowledge, any other party to any Cove Contract, has materially breached any provision of, nor has any event occurred which, with the lapse of time or action by a third party, could result in a material default under, the terms thereof. To the Knowledge of Cove, no stockholder of Cove has received any payment in violation of law from any contracting party in connection with or as an inducement for causing Cove to enter into any Cove Contract.
