Contracts, Permits and Material Documents Sample Clauses

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are all of the following ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are bound or under which any of the Companies are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companies, (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies or any of their property and pursuant to which any of the Companies derive a benefit or incur a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3, neither the Companies nor any person or party to any of the Material Documents or bound thereby is in material default under any of the Material Documents, and no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies is a party to, and none of Companies' properties are bound by, any agreement or instrument which is material to the continued conduct of business operations of the Companies, as now being conducted, except as listed in Schedule 3.3.
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Contracts, Permits and Material Documents. The Sellers have made true and correct copies of all of the following available for inspection by the Purchaser by providing copies. ("Material Documents") with respect to the Business and the Assets: (i) leases for the Leased Real Property, (ii) leases under which any of portion of the Owned Real Property is leased to third parties, (iii) the Contractual Obligations being assumed by Purchaser at Closing, (iv) Phase 1 environmental reports for the Locations in the possession of Sellers, and (v) with respect to any oral contract, a summary of the principal terms thereof as appearing on Schedule 3.3 to this Agreement. Each Material Document is in full force and effect and constitutes the valid, legal, binding and enforceable obligation of the Sellers (except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity). Sellers are not in breach or default of any material terms or conditions of the Material Documents, or to Sellers' knowledge is any third party in breach or default of any material terms or conditions of any Material Document. Except for debt that Purchaser will not be assuming, the Companies are not a party to, and the Companies' property is not bound by, any agreement or instrument which is material to the continued conduct of business operations of the Companies, as now being conducted, except for the Material Documents, and except as listed in Schedule 3.3. Sellers and Purchaser agree to take all commercially reasonable action before the Closing applicable to each of the Material Documents to obtain any consents or approvals required so that each such Material Document may be assigned to Purchaser at the applicable Closing as contemplated under this Agreement, excepting those Material Documents which are not to be assigned as set forth on Schedule 1.4(e).
Sample 1Sample 2
Contracts, Permits and Material Documents. (a) The items listed in Schedule 2.2 are all of the following that are used by, in or for the benefit of the Businesses, in each case as and at the date hereof ("Material Documents"): (i) leases for real and personal property; (ii) licenses; (iii) franchises; (iv) promissory notes, guarantees, bonds, letters of credit, mortgages, liens, pledges, and security agreements; (v) collective bargaining agreements; (vi) patents, trademarks, trade names, copyrights, trade secrets, trademarks, proprietary rights, symbols, service marks, logos and all other intellectual property; (vii) permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of the Businesses, including the license authorizing Atlantic Disposal to operate a landfill at the Property ("Government Authorizations"); and (viii) all other contracts, agreements (whether oral or written) and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 2.4), in each such case, which are binding on Atlantic Disposal or a Subsidiary and pursuant to which any of them derives any material benefit or has imposed upon it any material detriment. The Material Documents listed on Schedule 2.2 represent all of the items listed in subclauses (i) through (viii) of the preceding sentence of Atlantic Disposal and the Subsidiaries, including, without limitation, interests in leases for real property, agreements and permits and licenses, except for documents under which the aggregate liability and obligations of Atlantic Disposal and the Subsidiaries does not and after the Closing will not exceed $200,000.
Sample 1
Contracts, Permits and Material Documents. The items ----------------------------------------- listed in Schedule 3.3, attached hereto, are all of the following with respect to the Company ("Material Documents"): (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, letters of credit, mortgages, liens, pledges, and security agreements under which the Company is bound or under which the Company is a beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties, (viii) any outstanding monetary obligations of company to third parties other than any county, state or federal government or agency in excess of Twenty Five Thousand Dollars ($25,000.00). The Material Documents listed on Schedule 3.3 are organized under subheadings for each of the different type of documents listed.
Sample 1
Contracts, Permits and Material Documents. The items ----------------------------------------- listed in Schedule 3.3 attached, are all of the following with respect to the Company ("Material Documents"): (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bond, mortgages, liens, pledges, and security agreements under which the Company is bound or under which the Company is a beneficiary (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of the Company's businesses, including the license authorizing the Company to operate a landfill at the Property, and (viii) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on the Company or any of its property or pursuant to which the Company derives any material benefit or has imposed upon it any material detriment. For purposes of this Section 3.3 a material benefit or material detriment shall be anything which provides a benefit or imposes a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 are organized under subheadings for each of the different type of documents listed. Neither the Company nor, to Seller's knowledge, any person or party to the any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. The Company is not a party to, and the Company's property is not bound by any agreement or instrument which is material to the continued conduct of its business operations as now being conducted or with respect to which a default might materially and adversely affect its properties, business operations, or financial condition of the Company, except as listed in Schedule 3.3. To the Seller's knowledge, the documents listed on Schedule 3.3 confer on the Company all rights necessary to enable the Company to conduct its operations as now being conducted.
Sample 1
Contracts, Permits and Material Documents. Listed on ----------------------------------------- Schedule 3.3 are all of the following documents and items to which USA Fairless and CleanSoils Fairless are a party or which pertain or effect the Soil Remediation Business: (i) leases for real and personal property,
Sample 1
Contracts, Permits and Material Documents. The Sellers have delivered to Purchaser true and correct copies of all of the following ("Material Documents") with respect to the Car Wash Business and the Assets: (i) leases under which any of portion of the Real Property is leased to third parties, (ii) the Contractual Obligations being assumed by Purchaser at Closing, (iii) Phase 1 environmental reports for the Locations in the possession of Sellers, and (iii) with respect to any oral contract, a summary of the principal terms thereof as appearing on Schedule 3.3 to this Agreement. Each Material Document is in full force and effect and constitutes the valid, legal, binding and enforceable obligation of the Sellers (except as the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity). Sellers are not in breach or default of any material terms or conditions of the Material Documents, or to Sellers' knowledge is any third party in breach or default of any material terms or conditions of any Material Document. The Company is not a party to, and the Company's property is not bound by, any agreement or instrument which is material to the continued conduct of the Car Wash Business of the Company, as now being conducted, except (i) for the Material Documents, (ii) for debt which will be paid by the Company at the Closing and (iii) as listed in Exhibit 3.3. Sellers and Purchaser agree to take all commercially reasonable action before the Closing applicable to each of the Material Documents to obtain any consents or approvals required so that each such Material Document may be assigned to Purchaser at the applicable Closing as contemplated under this Agreement, excepting those Material Documents which are not to be assigned as set forth with an asterisk on Schedule 1.4(c).
Sample 1
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Related to Contracts, Permits and Material Documents

  • Plans and Material Documents Section 3.11 (a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, consulting, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Company or any Company Subsidiary and any employee of the Company or any Company Subsidiary including, without limitation, any contracts, arrangements or understandings relating to a sale of the Company or any Company Subsidiary (collectively, the "Company Benefit Plans"). Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, each Company Benefit Plan is in writing and the Company has made available to Parent a true and complete copy of each Company Benefit Plan and a true and complete copy of each material document, if any, prepared in connection with each such Company Benefit Plan, including, without limitation, a copy of (i) each trust or other funding arrangement currently in effect, (ii) the current summary plan description and any subsequent summary of material modifications, (iii) the most recently filed Internal Revenue Service (the "IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Company Benefit Plan and (v) the most recently prepared actuarial report and financial statement in connection with each such Company Benefit Plan. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, consultant, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

  • Compliance with Laws, Contracts, Licenses, and Permits The Borrower will, and will cause each of its Subsidiaries to, comply with (a) the applicable laws and regulations wherever its business is conducted, including all Environmental Laws, except where the failure to so comply would not reasonably be expected to have a materially adverse effect either individually or in the aggregate upon the business, assets or financial condition of the Borrower or any of its Subsidiaries, (b) the provisions of its charter documents and by-laws, (c) all agreements and instruments by which it or any of its properties may be bound, except where the failure to so comply would not reasonably be expected to have a materially adverse effect either individually or in the aggregate upon the business, assets or financial condition of the Borrower or any of its Subsidiaries, and (d) all applicable decrees, orders, and judgments. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower or any of its Subsidiaries may fulfill any of its obligations hereunder or any of the other Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower will, or (as the case may be) will cause such Subsidiary to, immediately take or cause to be taken all reasonable steps within the power of the Borrower or such Subsidiary to obtain such authorization, consent, approval, permit or license and furnish the Agents and the Lenders with evidence thereof.

  • Compliance with Laws and Material Contracts Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien upon either (i) a material portion of the assets of any such Person in favor of any Governmental Authority, or (ii) any Collateral which is part of the Borrowing Base.

  • Permits and Licenses 9.1 Attach copies of all Hazardous Materials permits and licenses including a Transporter Permit number issued to your company with respect to its proposed operations in, on or about the Premises, including, without limitation, any wastewater discharge permits, air emissions permits, and use permits or approvals. Existing tenants should attach copies of any new permits and licenses as well as any renewals of permits or licenses previously issued. The undersigned hereby acknowledges and agrees that (A) this Hazardous Materials Disclosure Certificate is being delivered in connection with, and as required by, Landlord in connection with the evaluation and finalization of a Lease Agreement and will be attached thereto as an exhibit; (B) that this Hazardous Materials Disclosure Certificate is being delivered in accordance with, and as required by, the provisions of Section 29 of the Lease Agreement; and (C) that Tenant shall have and retain full and complete responsibility and liability with respect to any of the Hazardous Materials disclosed in the HazMat Certificate notwithstanding Landlord's/Tenant's receipt and/or approval of such certificate. Tenant further agrees that none of the following described acts or events shall be construed or otherwise interpreted as either (a) excusing, diminishing or otherwise limiting Tenant from the requirement to fully and faithfully perform its obligations under the Lease with respect to Hazardous Materials, including, without limitation, Tenant's indemnification of the Indemnitees and compliance with all Environmental Laws, or (b) imposing upon Landlord, directly or indirectly, any duty or liability with respect to any such Hazardous Materials, including, without limitation, any duty on Landlord to investigate or otherwise verify the accuracy of the representations and statements made therein or to ensure that Tenant is in compliance with all Environmental Laws; (i) the delivery of such certificate to Landlord and/or Landlord's acceptance of such certificate, (ii) Landlord's review and approval of such certificate, (iii) Landlord's failure to obtain such certificate from Tenant at any time, or (iv) Landlord's actual or constructive knowledge of the types and quantities of Hazardous Materials being used, stored, generated, disposed of or transported on or about the Premises by Tenant or Tenant's Representatives. Notwithstanding the foregoing or anything to the contrary contained herein, the undersigned acknowledges and agrees that Landlord and its partners, lenders and representatives may, and will, rely upon the statements, representations, warranties, and certifications made herein and the truthfulness thereof in entering into the Lease Agreement and the continuance thereof throughout the term, and any renewals thereof, of the Lease Agreement.

  • Licenses and Permits Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.

  • Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

  • Compliance with Laws, Permits and Instruments The execution, delivery and (provided the required regulatory approvals are obtained) performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or result, by itself or with the giving of notice or the passage of time, in any violation of or default under, any provision of the Articles of Incorporation or Bylaws of Buyer or any material mortgage, indenture, lease, agreement or other instrument or any permit, concession, grant, franchise, license, contract, authorization, judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable to Buyer or its properties. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other third party is required in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated hereby, except for filings required in order to obtain the required regulatory approvals, as described in Section 6.3.

  • Compliance with Laws; Licenses and Permits The Corporation and each Subsidiary has conducted and is conducting the business thereof in compliance in all material respects with all applicable laws, rules, regulations, tariffs, orders and directives of each jurisdiction in which it carries on business and possesses all material approvals, consents, certificates, registrations, authorizations, permits and licenses issued by the appropriate provincial, state, municipal, federal or other regulatory agency or body necessary to carry on the business currently carried on, or contemplated to be carried on, by it, is in compliance in all material respects with the terms and conditions of all such approvals, consents, certificates, authorizations, permits and licenses and with all laws, regulations, tariffs, rules, orders and directives material to the operations thereof, and none of the Corporation or any Subsidiary has received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel or any proceeding relating to the modification, revocation or cancellation of any such approval, consent, certificate, authorization, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, ruling or finding, would materially adversely affect the conduct of the business or operations of, or the assets, liabilities (contingent or otherwise), condition (financial or otherwise) or prospects of, the Corporation or any Subsidiary.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Licenses and Permits; Compliance with Laws Except as set forth in Section 3.14 of the Disclosure Letter, the Company holds all franchises, permits, licenses, variances, exemptions, orders and approvals of all governmental entities which are material to the operation of the Company's business and is in compliance with the terms thereof. The Company has complied with and is not in any default under (and has not been charged with or received notice with respect to, nor is threatened with or under investigation with respect to, any charge concerning any violation of any provision of) any federal, state or local law, regulation, ordinance, rule or order (whether executive, judicial, legislative or administrative) or any order, writ, injunction or decree of any court, agency or instrumentality and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failures to comply.

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