Contracts, Other Agreements Sample Clauses

Contracts, Other Agreements. Seller is not party to any service contracts, management contracts or other comparable agreements that will be binding upon the Land and the Improvements after Closing other than the Contracts.
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Contracts, Other Agreements. Attached hereto as Exhibit 4.11 is a true and complete list of each material contract, agreement and other instrument to which the Company, or its subsidiaries, is a party, including, but not limited to, all bank and financing documents. At Parent's request, the Company, and its subsidiaries, shall deliver to Parent a true and complete copy of any such contract, agreement or instrument. All of the contracts, agreements, and instruments described in Exhibit 4.11 hereto are valid and binding upon the Company, or its subsidiaries, and the other parties thereto and are in full force and effect, and, neither the Company, nor to the best of the Company's or Securityholder's knowledge any other party to any such contract, commitment or arrangement has breached any provision of, or is in default in any respect under, the material terms thereof. No contract, agreement or other instrument to which the Company, or its subsidiaries, are a party will be materially breached, violated or result in a default as a result of the transaction contemplated hereunder.
Sample 1
Contracts, Other Agreements. Attached hereto as Exhibit 4.11 is a true and complete list of each material contract, agreement and other instrument to which the Company is a party, including, but not limited to, all bank and financing documents. At Parent's request, the Company shall deliver to Parent a true and complete copy of any such contract, agreement or instrument. All of the contracts, agreements, and instruments described in Exhibit 4.11 hereto are valid and binding upon the Company and the other parties thereto and are in full force and effect, and, neither the Company, nor to the best of the Company's or each Securityholders' knowledge any other party to any such contract, commitment or arrangement has breached any provision of, or is in default in any respect under, the material terms thereof. No contract, agreement or other instrument to which the Company is a party will be materially breached, violated or result in a default as a result of the transaction contemplated hereunder.
Sample 1
Contracts, Other Agreements. Attached hereto as Schedule 4.11 is a true and complete list of each material contract, agreement and other instrument to which the Company is a party, including, but not limited to, all bank and financing documents. At Parent's request, the Company shall deliver to Parent a true and complete copy of any such contract, agreement or instrument. All of the contracts, agreements, and instruments described in Schedule 4.11 hereto are valid and binding upon the Company and the other parties thereto and are in full force and effect, and neither the Company, nor to the best of the Company's or Thomas' knowledge, any xxxxx party to any such contract, commitment or arrangement has breached any provision of, or is in default in any respect under, the material terms thereof.
Sample 1
Contracts, Other Agreements. Attached hereto as Exhibit 4.11 is a true and complete list of each material contract, agreement and other instrument to which the Company is a party. At CNCP's request, the Company shall deliver to CNCP a true and complete copy of any such contract, agreement or instrument. All of the contracts, agreements, and instruments described in Exhibit 4.11 hereto are valid and binding upon the Company and the other parties thereto and are in full force and effect, and, neither the Company, nor any other party to any such contract, commitment or arrangement has breached any provision of, or is in default in any respect under, the material terms thereof.
Sample 1
Contracts, Other Agreements. (a) Attached hereto as Schedule 4.11(a) is a complete and accurate list, and Sellers have delivered to Purchaser true and complete copies, of: (i) each Contract that involves performance of services or delivery of goods or materials by or to one or more of the Companies of an amount or value in excess of $5,000,000, including without limitation Project Contracts and other contracts, subcontracts and agreements for the provision or prospective provision by any Company of engineering, design, procurement, construction, consulting, operation, maintenance or other services; (ii) each Contract that was not entered into in the ordinary course of business and that involves expenditures or receipts of one or more Companies in excess of $500,000; (iii) each employment agreement, consulting agreement, or agreement providing for severance payments that obligates or could obligate one or more Companies to make payments in excess of $100,000 per annum; (iv) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Company with any other person or entity; (v) each Contract containing covenants that in any way purport to restrict the business activity of any Company or any affiliate of a Company or limit the freedom of any Company or any affiliate of a Company to engage in any line of business or to compete with any person or entity; and (vi) each Contract providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods. (b) Except as set forth in Schedule 4.11(a), each Contract identified or required to be identified in Schedule 4.11(a) is in full force and effect and is valid and enforceable in accordance with its terms. (c) Except as set forth in Schedule 4.11(a), no Contract identified or required to be identified in Schedule 4.11(a), including without limitation the Main Facility Lease, will be materially breached or violated as a result of the sale of membership interests or stock contemplated hereunder and under the GPS Stock Purchase Agreement, nor will consummation of such transactions result in a default thereunder or give any party thereto the right to terminate such Contract or any provision thereof, nor will consummation of such transactions require the consent or approval of any other party to such Contract or any other person or entity. (d) Except as set forth in Schedule 4.11(a), (i) each Company is in full complia...
Sample 1
Contracts, Other Agreements. Attached hereto as Exhibit 5.11 is a true and complete list of each material contract, agreement and other instrument to which the Seller is a party, including, but not limited to, all bank and financing documents. At Parent's request, the Seller shall deliver to Parent a true and complete copy of any such contract, agreement or instrument. All of the contracts, agreements, and instruments described in Exhibit 5.11 hereto are valid and binding upon the Seller and the other parties thereto and are in full force and effect, and, neither the Seller, nor to the best of the Seller's or each Securityholders' knowledge any other party to any such contact, commitment or arrangement has breached any provision of, or is in default in any respect under, the material terms thereof. No contract, agreement or other instrument to which the Seller is a party will be materially breached, violated or result in a default as a result of the transaction contemplated hereunder.
Sample 1
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Contracts, Other Agreements. Attached hereto as Schedule 4.11 is a true and complete list of each material contract, agreement and other instrument to which the Company is a party, including, but not limited to, all bank and financing documents. At Parent's request, the Company shall deliver to Parent a true and complete copy of any such contract, agreement or instrument (and Parent hereby makes such request as to any and all contracts between the Company and General Dynamics Corporation, or any subsidiary or affiliate thereof). All of the contracts, agreements, and instruments described in Schedule 4.11 hereto are valid and binding upon the Company and the other parties thereto and are in full force and effect, and neither the Company, nor to the best of the Company's or each Securityholders' knowledge, any other party to any such contract, commitment or arrangement has breached any provision of, or is in default in any respect under, the material terms thereof. No contract, agreement or other instrument to which the Company is a party will be materially breached or violated or result as a result of the transaction contemplated hereunder, nor will consummation of such transactions result in a default thereunder or give any party thereto the right to terminate such contract, commitment or arrangement or any provision thereof. Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that the Disposal Systems Contractor's license issued by Axxx Arundel County, Maryland, a copy of which is attached hereto as Exhibit 4.11, and any renewals thereof (the "DSC License"), shall not be considered an asset of the Company, and nothing contained in this Agreement shall require R. Xxxxx or the Company to assign the DSC License to the Parent or the Subsidiary, and no activities undertaken by R. Xxxxx pursuant to or licensed by the DSC License shall be deemed to be in violation of the restrictions set forth in Section 8 below.
Sample 1

Related to Contracts, Other Agreements

  • Supersedes Other Agreements This Agreement supersedes all prior investment advisory, management, and/or administration agreements in effect between the Fund and the Adviser.

  • Waivers; Other Agreements No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Other Agreements If there is a default in any agreement to which Borrower is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of One Hundred Thousand Dollars ($100,000) or that could have a Material Adverse Effect;

  • Authorization; Other Agreements The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following: (a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document; (b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents; (c) refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation; (d) (i) Sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

  • Further Agreements The Seller and the Purchaser each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

  • OTHER AGREEMENTS, ETC It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Fund. It is also understood that the Manager and any person controlled by or under common control with the Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

  • Material Agreements Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing Indebtedness.

  • Agreements Agreements for purchase will normally be put into effect by means of a purchase order(s) executed by authorized agents of the TIPS Member participating government entities, but other means of placing an order may be used at the Member’s discretion. Most TIPS Members are tax exempt and the related laws and/or regulations of the controlling jurisdiction(s) of the TIPS Member shall apply. No assignment of this Agreement may be made without the prior notification of TIPS. Written approval of TIPS shall not be unreasonably withheld. Payment for delivered goods and services can only be made to the awarded Vendor, Vendor designated reseller or vendor assigned company. • Vendor and TIPS affirm that he/she, or any authorized employees or agents, has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement. • Vendor shall attach, in writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with the TIPS program. • The Vendor affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement.

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