Contracts; No Default. (a) Except as set forth in Schedule 3.14(a) of the Disclosure Schedule, and other than this Agreement and the Ancillary Agreements, no Company or Company Subsidiary is a party to or is bound by any Contract (excluding in each case policies of insurance, reinsurance or coinsurance treaties or agreements, including retrocessional agreements, and third party administrator contracts issued or entered into in the Ordinary Course of Business), nor is the Seller a party to or bound by any Contract relating to the Transferred Property or the Seller Intellectual Property or the Transferred Employees:
(i) evidencing indebtedness for borrowed money in excess of $1,000,000 or pursuant to which any Company or any Company Subsidiary has guaranteed (including guarantees by way of acting as surety, co-signer, endorser, co-maker, indemnitor or otherwise) any obligation in excess of $1,000,000 of any other Person;
(ii) (other than licenses under applicable insurance Laws) prohibiting or limiting the ability of any Company or any Company Subsidiary (A) to engage in any line of business, (B) to compete with, obtain products or services from, or provide services or products to, any other Person, or (C) to carry on or expand the nature or geographical scope of the Business anywhere in the world;
(iii) with any stockholder (including Seller), director or officer of Seller or of any Company or any Company Subsidiary (or any of their respective family members or Related Persons or with any employee, agent, consultant, advisor, leased employee or representative for employment or for consulting or similar services or containing any severance or termination pay obligations other than such Contracts (A) which may be terminated upon no more than thirty (30) days' notice by, and in any case without penalty or cost to, any Company or any Company Subsidiary other than for services rendered or costs incurred through the date of termination, (B) with respect to such Contracts with employees, agents, advisors, leased employees or representatives, which provide for payments and benefits aggregating, in any one year, no more than $300,000 or (C) with respect to such Contracts with consultants, which provide for payments and benefits aggregating, over the life of the applicable Contract, no more than $500,000.
(iv) pursuant to which it (A) leases from or to any other Person any tangible personal property or real property other than the Leased Real Property or (B) purchases or sells materials, s...
Contracts; No Default. (i) Except for those contracts described in Section 6.8 or set forth on Schedule 8.1(f)(i) and Schedule 8.1(e)(ii) and except for this Agreement, as of the date hereof, there are no material contracts, agreements, understandings, arrangements or commitments, written or oral, including without limitation, manufacturing, supply, sales agency, sales representative, distributor, dealer, license, supplier, wholesaler, or similar contracts or agreements ("CONTRACTS") of Orphan Medical relating to the Product in the Territory.
(ii) Except as set forth on Schedule 8.1(f)(ii), Orphan Medical and, to Orphan Medical's actual knowledge, each other party to Orphan Medical's Contracts referenced in clause (i) above (other than Celltech) has performed in all material respects, and is now performing in all material respects, its obligations under, and is not in material default (and would not by the mere lapse of time or the giving of notice or both be in default) under, or in material breach or violation of any of such Contracts; nor has Orphan Medical received notice of any asserted claim of a default by any other party thereto under, or a breach or violation by such other party of any of such Contracts.
Contracts; No Default. (i) Except for those Contracts set forth on Schedule 8.1(e)(i) and except for this Agreement, as of the date hereof, there are no material Contracts of Celltech relating to the Product in the Territory.
(ii) Except as set forth on Schedule 8.1(e)(ii), Celltech and, to Celltech's actual knowledge, each other party to Celltech's Contracts referenced in clause (i) above (other than Orphan Medical) has performed in all material respects, and is now performing in all material respects, its obligations under, and is not in material default (and would not by the mere lapse of time or the giving of notice or both be in default) under, or in material breach or violation of any of such Contracts; nor has Celltech received notice of any asserted claim of a default by any other party thereto under, or a breach or violation by such other party of any of such Contracts.
Contracts; No Default. (a) The exhibits to the NCNG SEC Reports include all of the Contracts to which any NCNG Company is a party that are required to be filed with the SEC, or which could cause or result in a Material Adverse Effect on NCNG (the "NCNG Contracts"). Each NCNG Contract is a valid and binding agreement of such NCNG Company, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, or other laws affecting creditors' rights generally or equitable principles. The NCNG Companies have performed and, to the Knowledge of NCNG, every other party has performed, each material term, covenant and condition of each of NCNG Contracts that is to be performed by any of them at or before the date hereof, except where nonperformance would not have a Material Adverse Effect on NCNG. No event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a default by any NCNG Company or, to the Knowledge of NCNG, any other party under any of the NCNG Contracts and, to the Knowledge of NCNG, no party to any of the NCNG Contracts intends to cancel, terminate or exercise any option under any of such NCNG Contracts.
(b) No NCNG Company is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) their respective charters, bylaws or other governing documents, (ii) any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which any NCNG Company is now a party or by which any NCNG Company or any of their respective properties or assets may be bound or (iii) any order, writ, injunction, decree, statute, rule or regulation applicable to any NCNG Company, except in the case of (ii) and (iii) for defaults or violations which in the aggregate would not, individually or in the aggregate, have a Material Adverse Effect on NCNG.
Contracts; No Default. All of the material contracts and agreements of Powin Corporation (individually, a “Powin Contract” and collectively, the “Powin Contracts”) are valid and binding upon Powin Corporation and to the Knowledge of Powin Corporation, 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 Powin Corporation nor to the Knowledge of Powin Corporation, any other party to any 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.
Contracts; No Default. (a) Schedule 4.09 of the Disclosure Schedule sets forth a list of each contract, commitment or agreement to which Company is a party (each, a “Company Contract”):
(i) concerning a partnership or joint venture with another Person;
(ii) involving annual consideration in excess of $10,000 in any twelve (12) month period;
(iii) involving employment agreements, employment contracts or other understandings (other than understandings with respect to “at will” employment) relating to employment to which Company is a party;
(iv) concerning confidentiality, non-competition or non-solicitation;
(v) with any of the Members or an Affiliate of any of the Members or Person under the influence or control of or related to any of the Members or an Affiliate of any of the Members;
(vi) involving indebtedness (other than trade payables arising in the ordinary course of business) or pursuant to which Company has guaranteed the indebtedness of another or pursuant to which a security interest in an asset of Company has been created;
(vii) concerning changes of control, severance or termination payments; or
(viii) which is otherwise material to the business of Company, taken as a whole, or under which the consequences of a default or termination could have a Material Adverse Effect with respect to Company.
(b) Company has delivered to LAN a correct and complete copy of each Company Contract listed in Schedule 4.09 of the Disclosure Schedule. Each Company Contract is in full force and effect, is a legal, valid and binding contract or agreement of Company, subject to bankruptcy, insolvency, reorganization, moratorium and other laws limiting creditors’ rights generally and to general equitable principles, and there is no default (or any event known to Company or any of the Members which, with the giving of notice or lapse of time or both, would be a default) by Company or any other party to a Company Contract, in the timely performance of any obligation to be performed or paid under any such contract or agreement. The consummation of the transactions contemplated hereby will not affect the status of any Company Contract as a legal, valid, binding and enforceable agreement. No party is seeking renegotiation of a Company Contract or substitute performance thereunder nor has any party repudiated any provision thereunder or indicated that it intends to terminate or not renew a Company Contract.
(c) Except as set forth in Schedule 4.09 of the Disclosure Schedule, there are no outstanding...
Contracts; No Default. Except as disclosed in the Filed Company SEC Documents or entered into after the date of this Agreement without violating any covenant of this Agreement, there are no contracts or agreements that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of the Company and the Company Subsidiaries taken as a whole. Neither the Company nor any of the Company Subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that have not had and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Contracts; No Default. Except as disclosed in the Filed Parent SEC Documents or entered into after the date of this Agreement without violating any covenant of this Agreement, there are no contracts or agreements that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Parent and the Parent Subsidiaries taken as a whole. Neither Parent nor any of the Parent Subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that have not had and could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Contracts; No Default. (a) SECTION 4.10(A) of the Company Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of each contract or agreement (written or oral) to which the Company is a party or by which it is bound (each, a "COMPANY CONTRACT"):
(i) which is a professional employer organization agreement;
(ii) concerning a partnership or joint venture with another person;
(iii) involving annual consideration in excess of $25,000;
(iv) involving employment agreements, employment contracts or understandings (other than understandings with respect to "at will" employment) relating to employment to which the Company is a party;
(v) concerning confidentiality or non-competition;
(vi) with any shareholder or Affiliate or person under the influence or control of or related to any shareholder or Affiliate;
(vii) involving indebtedness (other than trade payables arising in the ordinary course of business) or pursuant to which the Company has guaranteed the indebtedness of another person or pursuant to which a security interest in an asset of the Company has been created;
(viii) concerning consulting services, changes of control, or severance or termination payments (whether or not with respect to "at will" employment);
(ix) with respect to payment of taxes or tax sharing;
(x) with respect to the promotion of the Company's business through the Internet or the World Wide Web or otherwise through a computer network;
(xi) which evidences an automobile lease;
(xii) which is a lease or agreement under which the Company is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $5,000;
(xiii) which is a lease or agreement under which the Company is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company;
(xiv) which is an assignment, license, indemnification or other agreement with respect to any intangible property (including, without limitation, any Intellectual Property (as defined in Section 4.13 hereof) other than generally available, off-the-shelf software) pursuant to an agreement which involves consideration in the aggregate in excess of $1,000 annually;
(xv) under which it has granted any person any registration rights with respect to the securities of the Company (including, without limitation, demand and piggyback registration rights);
(xvi...
Contracts; No Default. (a) Except as set forth on Schedule 4.12(a), Xxxxxx is not a party to any Contract that (i) imposes, or will impose any Lien on any of the Contributed Assets, or (ii) would prevent or threaten the consummation of the transactions contemplated by this Agreement or (iii) imposes any restrictions on the territories where the Business may be conducted or (iv) has a covenant not to compete (other than pursuant to any radius restriction contained in any lease, reciprocal easement or development, construction, operating or similar agreement) or other covenant restricting the development, manufacture, marketing or distribution of the products and services of Xxxxxx or that materially limits the conduct of the Business as presently conducted.
(b) Complete and accurate copies of all material Contributed Contracts have been delivered to or made available to the Company prior to the execution and delivery of this Agreement. All Contributed Contracts to which Xxxxxx is a party or by which the Contributed Assets are bound are valid and enforceable in accordance with their respective terms. Xxxxxx is not in default in the performance of any of its obligations under any Contributed Contract and, to Xxxxxx’x Knowledge, no event (whether with or without notice, lapse of time, or both, or the happening or the occurrence of any other event) that would constitute such a default by Xxxxxx under any Contributed Contract has occurred except where such default would not have a material adverse effect on the Contributed Assets or the Business. To the Knowledge of Xxxxxx, no other party to any Contributed Contracts has any counterclaim, offset or defense with respect thereto. Except as set forth on Schedule 4.12(b), all material Contributed Contracts are assignable to the Company, without any notice, consent or other conditions.
