Contracts, Obligations and Commitments. Except as listed on Schedule 4.14, and other than the Real Estate Leases and the Non-Real Estate Leases, Sihitech or e-Channels do not have any existing contract, obligation or commitment (written or oral) of any nature (other than obligations involving payments of less than $300,000 individually or $300,000 in the aggregate), including without limitation the following:
(a) Employment, bonus, severance or consulting agreements, retirement, stock bonus, stock option, or similar plans;
(b) Loans or other agreements, notes, indentures or instruments relating to or evidencing indebtedness for borrowed money or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the assets of Sihitech or e-Channels or any agreement or instrument evidencing any guaranty by Sihitech or e-Channels of payment or performance by any other Person;
(c) Agreements of any kind relating to employment matters such as labor agreements or agreements providing for benefits under any plan;
(d) Any contract or series of contracts with the same Person for the furnishing or purchase of equipment, goods or services, except for purchase and sales orders in the ordinary course of business;
(e) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which Sihitech or e-Channels is a party or by which it is bound;
(f) Agreements which limit the freedom of Sihitech or e-Channels to compete in any line of business or in any geographic area or with any Person;
(g) Agreements providing for disposition of the assets, businesses or a direct or indirect ownership interest in Sihitech or e-Channels;
(h) Any contract, commitment or arrangement not made in the ordinary course of business of Sihitech or e-Channels; or
(i) Agreements with any Governmental Authority. Each Contract to which Sihitech or e-Channels is a party is a valid and binding obligation of Sihitech or e-Channels and, to the best of the knowledge of Sihitech and e-Channels, enforceable in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors’ rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law), and is in full force and effect (except for any Contracts which by their terms expire after the date hereof or are terminated after the date hereof in accordance with the terms t...
Contracts, Obligations and Commitments. SCHEDULE 3.21 hereto lists all existing contracts, obligations or commitments (written or oral) of any nature, including, without limitation, the following: (a) loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money or mortgaging, pledging or granting or creating a Lien on any of the assets of the Company or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other person; (b) any contract or series of contracts with the same person for the furnishing or purchase of equipment, goods or services; (c) any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses; (d) agreements which will limit the freedom of the Company to compete in any line of business or in any geographic area or with any person; (e) agreements providing for disposition of the assets of the Company other than in the ordinary course of business or agreements of merger or consolidation; (f) any lease under which the Company is either lessor or lessee relating to any asset of its Business or any property at which its Business or such assets are located; (g) any contract, commitment or agreement with the federal government or any state or local government or any agency thereof; or (h) any contract, commitment or agreement with manufacturing agents or sales agents. Each contract, agreement, arrangement, plan, lease, license or similar instrument listed on SCHEDULE 3.21 is a valid and binding obligation of the Company and, to the knowledge of the Company and the Principal, of the other parties thereto, enforceable in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law), and is in full force and effect, and neither the Company nor, to the knowledge of the Company and the Principal, any other party thereto, has breached any material provisions of, or is in default under the terms of (and, to the knowledge of the Company and the Principal, no condition exists which, with the passage of time, the giving of notice, or both, would result in a default under the terms of), any of such contracts.
Contracts, Obligations and Commitments. Except as set forth on Schedules 2.1(e) or 2.2 hereto, Seller has no existing contract, obligation or commitment of any nature which is material to the ownership or operation of the Assets or the Assumed Liabilities. Each contract, agreement, arrangement, plan, lease, license or similar instrument included in the Assets and set forth on Schedule 2.1(e) (collectively, the "Assumed Contracts") is a valid and binding obligation of Seller and, to the knowledge of Seller, the other parties thereto, enforceable in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law), and is in full force and effect (except for any Assumed Contracts which by their terms expire after the date hereof or are terminated after the date hereof in accordance with the terms thereof, provided, however, that Seller shall not terminate any material Assumed Contract after the date hereof without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed), and neither Seller nor, to the knowledge of Seller, any other party thereto has breached any material provision of, nor is in default in any material respect under the terms of (and, to the knowledge of Seller, no condition exists which, with the passage of time, the giving of notice, or both, would result in a default under the terms of), any of the Assumed Contracts. Except as set forth on Schedule 6.7 hereto, each of the Assumed Contracts is validly assignable to the Purchaser without the consent of any other party thereto so that, after the assignment thereof to the Purchaser pursuant to this Agreement, the Purchaser will be entitled to the full economic and other benefits thereof. Seller shall give Purchaser written notice of each Assumed Contract which is terminated after the date hereof.
Contracts, Obligations and Commitments. SCHEDULE 4.13 attached hereto sets forth a list of all contractual agreements, whether written or oral, or relating to or affecting the assets or the operation of the Business to which Seller is a party (the "Business Contracts"). Seller has provided to Purchaser complete and correct copies of all of the Business Contracts. Except as set forth on SCHEDULE 4.13, (i) the Business Contracts are legally valid, binding and enforceable against Seller (and, to the best of Seller's Knowledge, against the other parties thereto) in accordance with their respective terms and are in full force and effect; (ii) there are no defaults by Seller, or to the best of Seller's Knowledge, any other party to the Business Contracts; (iii) Seller has not received written notice of any default, offset, counterclaim or defense under any Business Contract; (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by Seller of the terms of any Business Contract; and (v) the Business Contracts are in compliance with Healthcare Fraud Laws.
Contracts, Obligations and Commitments. SCHEDULE 4.20 sets forth a list of all contractual agreements, whether written or oral, relating to or affecting the Assets, the Hospital and/or the operation of the Business to which Sherman Oaks is a party which may be assigned to and assumed by the Xxxxxx Parties pursuant to the terms of the Sherman Oaks Purchase Agreement, including, without limitation, the Xxxxxxxd Leases (the "Contracts"). The Seller Parties have made available to the Purchaser Parties complete and correct copies of all of the Contracts. Except as set forth on SCHEDULE 4.20, (i) the Contracts are legally valid, binding and enforceable against the parties in accordance with their respective terms and are in full force and effect; (ii) there are no defaults by any party to the Contracts; (iii) no party has not received notice of any default, offset, counterclaim or defense under any Contract; and (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach under the terms of any Contract; and (v) the Contracts are freely assignable by Sherman Oaks to the Seller Parties.
Contracts, Obligations and Commitments. (a) Schedule 5.21 (a)(i) sets forth an accurate and complete list of all contracts, agreements, options, leases (other than leases referred to in Section 5.17), commitments and instruments involving average payment or receipt by the Company of value equal to or greater than $25,000 ("Contracts") entered into by the Company or its subsidiaries. The Company and its subsidiaries have provided Parent with complete and correct copies of all such items listed on Schedule 5.21(a)(i). Except for such items listed on Schedule 5.21(a)(i), there are no other material contracts or other arrangements under which goods, equipment or services are provided, leased or rendered by, or are to be provided, leased or rendered to, the Company and its subsidiaries. Except as set forth in Schedule 5.21(a)(ii): (i) the Contracts have not been modified, pledged, assigned or amended in any material respect, are legally valid, binding and enforceable in accordance with their respective terms and are in full force and effect with respect to the Company and, to the best of the Company's knowledge, the other parties thereto; (ii) there are no material defaults by the Company and its subsidiaries and, to the best of the Company's knowledge, by any other party to the Contracts; (iii) the Company and its subsidiaries have not received notice of any material default, offset, counterclaim or defense under any Contract; (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by the Company and its subsidiaries of the terms of any Contract, except for any consents required to consummate the transactions contemplated by this Agreement; and (v) there does not now, and at Closing will not, exist any material security interest, mortgage, pledge, restriction, charge, lien, encumbrance or claim of others on any interest created under any Contract. None of the Contracts is subject to termination from and after the Closing Date and prior to the expiration of its stated term by any party to such Contract, except as stated in each such Contract.
(b) Schedule 5.21(b) contains a list and description of all notices, statements, certificates, representations, warranties, questionnaires and responses relating to problems associated with failures to be the Year 2000 Compliant (as defined in Section 5.22), whether oral or written, made, executed or completed by the Company or any subsidiary or any of their respective officers, ...
Contracts, Obligations and Commitments. (a) Except as set forth in Section 3.15 to the Disclosure Letter, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(b) The Company is in possession of all contracts, agreements, options, leases, commitments and instruments entered into by it that are material to its business (“Contracts”) which are set forth in Section 3.16 to the Disclosure Letter.
(c) The Contracts have not been pledged or assigned in any respect, are legally valid, binding and enforceable in accordance with their respective terms and are in full force and effect, and there are no defaults under the Contracts. The Company has not received written notice of any default, off-set, counterclaim or defence under any Contract. To the best of the Company’s knowledge there is no condition or event that has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by the Company of the terms of any Contract. There does not exist, any security interest, mortgage, pledge, restriction, charge, lien, encumbrance or claim of others on any interest of the Company created under any Contract, except for customary security granted in the ordinary course of business. None of the Contracts is subject to termination from and after the Completion Date and prior to the expiration of its stated term by any party to such Contract, except as stated in each such Contract.
(d) There have been no transactions, agreements or understandings by the Company with any officer, employee, director, shareholder or any affiliate to any such party (“Related Parties”) other than disclosed in Section 3.18 to the Disclosure Letter and no Related Party has any cause of action or other claim whatsoever or owes any material amount to, or is owed any material amount by, the Company other than disclosed in the Disclosure Letter.
(e) The Company ...
Contracts, Obligations and Commitments. In connection with the operation of the Business, except as set forth on SCHEDULE 5.5 hereto, Seller has no existing contract, obligation or commitment (written or, to Seller's knowledge, oral) of any nature other than the Assumed Contracts. Except as set forth on SCHEDULE 5.5, each Assumed Contract is a valid and binding obligation of Seller and, to Seller's knowledge, the other parties thereto, enforceable in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law), and is in full force and effect (except for any Assumed Contracts which by their terms expire after the date hereof or are terminated after the date hereof in accordance with the terms thereof), and neither Seller nor, to Seller's knowledge, any other party thereto has breached any material provision of, nor is in default in any material respect under the terms of (and, to Seller's knowledge, no condition exists which, with the passage of time, the giving of notice, or both, would result in a default under the terms of), any of the Assumed Contracts.
Contracts, Obligations and Commitments. The Stockholders have delivered to Purchaser true copies of all material written, and disclosed to Purchaser all material oral, outstanding contracts, obligations, leases and commitments of Lahaina entered into connection with and related to the business of Lahaina, all of which (exclusive of Leases) are listed in EXHIBIT 4.10 (the "Contracts") (true and correct copies of certain written contracts being attached thereto). Lahaina is not 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 of the Contracts.
Contracts, Obligations and Commitments. Exhibit E sets forth a list and brief summary of all material contracts entered into by GOLV with respect to the operation of the Transferred Assets. None of such contracts is, or on the Closing Date will be, materially adverse to GOLV. There is not, and on the Closing Date there will not be, under any such contract any existing material default or any condition, event or act which with notice or lapse of time or both, would constitute a material default.
