Contracts; No Default Sample Clauses
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 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. (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. 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) 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. (a) Schedule 4.7 attached hereto sets forth a true and complete list of all agreements of the following types (each a "CONTRACT" and collectively, the "CONTRACTS") with respect to the Business to which the Seller is a party or by which the Seller or any of the Transferred Assets are bound or affected: (i) employment, commission and brokerage agreements, (ii) non-competition, confidentiality and secrecy agreements, (iii) collective bargaining agreements, (iv) loan agreements, notes, mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing or lending of money, (v) distributor, manufacturing, franchise, broker or license agreements, (vi) powers of attorney, (vii) partnership or joint venture agreements or agreements for the purchase or sale of assets outside the ordinary course of business or for the merger or consolidation or sale of capital stock involving the Seller, (viii) all leases of personal property, (ix) agreements for the purchase or sale of materials, supplies, equipment or services involving payments of more than $50,000 over the remaining term thereof, (x) purchase orders and other contracts for the sale of Inventory which involve payments of more than $50,000 over the remaining term thereof and which cannot be cancelled on 30 days or less notice without penalty and (xi) all other agreements material to the operation of the Business, including without limitation, agreements which involve payments by or to the Seller in excess of $50,000 in any 12-month period (each such Contract being included in the Transferred Assets only to the extent such Contract is listed on Schedule 2.1(g)). The Seller has delivered or made available to the Purchaser a true and complete copy of each of the Contracts.
(b) Except as set forth on Schedule 4.7 hereto, the Seller and each other party thereto has performed or is now performing its obligations under, and is not in default (and would not by the lapse of time or the giving of notice or both be in default) under, or in breach or violation of, nor has the Seller received notice of any asserted claim of a default by the Seller under, or a breach or violation by the Seller of, any of the Contracts to which it is a party.
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. 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. (a) Except as is set forth on SCHEDULE 3.10, neither the Company nor any of its properties is a party or subject to, or otherwise bound by, any contract, agreement or commitment:
(i) requiring the payment of severance arrangements;
(ii) pursuant to which the Company is obligated to make payments for employment services or consulting services to any person or entity (other than payments for services rendered);
(iii) creating a joint venture or development arrangement that involves either a sharing of profits (whether through equity ownership, contract or otherwise) with, or payment of royalty to, other persons;
(iv) pursuant to which the Company or any other party thereto has materially failed to perform the obligations to be performed by it thereunder;
(v) purporting to have or having the effect of limiting the right of the Company prior to the Effective Time, or Acquiror or any of its subsidiaries at or after the Effective Time, to engage in, or to compete with any person in, any business, including , without limitation, each contract, agreement or commitment containing exclusivity provisions restricting the geographical area in which, or the method by which, any business may be conducted by the Company prior to the Effective Time, or by the Acquiror or any of its subsidiaries after the Effective Time;
(vi) involving future payments (other than as disclosed in 3.10(a)(ii)) by or to the Company of more than $20,000, or that extend beyond one (1) month from the date hereof;
(vii) that is to be performed wholly or in part at or after the date of this Agreement and that was not entered into or made in the ordinary and normal course of the Company's business in a manner consistent with past practice; or
(viii) pursuant to which the Company has incurred any indebtedness or agreed to guarantee or to secure the indebtedness of other obligations of the Company, or any other person, other than trade indebtedness incurred in the normal and ordinary course of business in a manner consistent with past practice.
(b) Correct and complete copies of all written contracts, agreements or commitments to which the Company is a party, subject to, or otherwise bound by, have been made available to Acquiror, and the terms of any similar oral contracts, agreements or commitments have been described in all material respects to Acquiror and listed on SCHEDULE 3.10(b). Each contract, agreement or commitment to which the Company is a party, subject to, or otherwise bound, is in full ...
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 Shareholders or an Affiliate of any of the Shareholders or Person under the influence or control of or related to any of the Shareholders or an Affiliate of any of the Shareholders;
(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 IB3 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 Shareholders 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,...