Contractual Obligations. Schedule 3.9 contains, together with a reference to the paragraph pursuant to which each item is being disclosed, a correct and complete list of all Contractual Obligations of a material nature of the Company and its Subsidiaries of the types described below: (a) All collective bargaining agreements, all employment, bonus or consulting agreements, all pension, profit sharing, deferred compensation, stock option, stock purchase, retirement, welfare or incentive plans or agreements, and all plans, agreements or practices that constitute "fringe benefits" to any of the employees of the Company or its Subsidiaries. (b) All Contractual Obligations under which the Company or any Subsidiary is restricted from carrying on any business, venture or other activities anywhere in the world. (c) All Contractual Obligations to sell or lease (as lessor) any of the properties or assets of the Company or any Subsidiary, except in the ordinary course of business, or to purchase or lease (as lessee) any real property. (d) All Contractual Obligations pursuant to which the Company or any Subsidiary guarantees any liability of any Person, or pursuant to which any Person guarantees any liability of the Company or any Subsidiary. (e) All Contractual Obligations pursuant to which the Company or any Subsidiary provides goods or services involving payments to the Company or any Subsidiary of more than $50,000 annually, which Contractual Obligation is not terminable by the Company or any Subsidiary without penalty upon notice of thirty (30) days or less. (f) All Contractual Obligations with any Affiliate of the Company or any Subsidiary (other than the Related Agreements). (g) All Contractual Obligations providing for the disposition of the business, assets or shares of the Company or any Subsidiary or the merger or consolidation or sale or purchase of all or substantially all of the assets or business of any Person, and any letters of intent relating to the foregoing. (h) All Contractual Obligations of the Company or any Subsidiary relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien on, any asset of the Company or any Subsidiary (except liens imposed by operation of law in favor of landlords, suppliers, mechanics or others who provide services to the Company or any Subsidiary). All of the Contractual Obligations of the Company and its Subsidiaries are enforceable against the Company and its Subsidiaries, as the case may be, and, to the Company's knowledge, the other parties thereto in accordance with their terms, except that the enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors' rights generally. Neither the Company nor any of its Subsidiaries is in default under nor, to the Company's knowledge, are there any liabilities arising from any breach or default by any Person prior to the date of this Agreement of, any provision of any such Contractual Obligation. Upon request by counsel for the Investors, the Company will, prior to each Closing, furnish to counsel for the Investors true and correct copies of all Contractual Obligations listed in Schedule 3.9.
Appears in 2 contracts
Samples: Series a Preferred Stock Purchase Agreement (Specialized Health Products International Inc), Series a Preferred Stock Purchase Agreement (Galen Partners Iii L P)
Contractual Obligations. Schedule 3.9 contains, together with a reference LBG has disclosed to the paragraph pursuant to which each item is being disclosed, a correct and complete list of Bonanza all Contractual Obligations of a material nature of the Company and its Subsidiaries LBG of the types described below:
(a) All collective bargaining agreements, all employment, bonus or consulting agreements, all pension, profit sharing, deferred compensation, stock option, stock purchase, retirement, welfare or incentive plans or agreements, and all plans, agreements or practices that constitute "“fringe benefits" ” to any of the employees of the Company or its SubsidiariesLBG.
(b) All Contractual Obligations under which the Company or any Subsidiary LBG is restricted from carrying on any business, venture or other activities anywhere in the world.
(c) All Contractual Obligations to sell or lease (as lessor) any of the properties or assets of the Company or any SubsidiaryLBG, except in the ordinary course of business, or to purchase or lease (as lessee) any real property.
(d) All Contractual Obligations pursuant to which the Company or any Subsidiary LBG guarantees any liability of any Person, or pursuant to which any Person guarantees any liability of the Company or any SubsidiaryLBG.
(e) All Contractual Obligations pursuant to which the Company or any Subsidiary LBG provides goods or services involving payments to the Company or any Subsidiary LBG of more than $50,000 1,000 annually, which Contractual Obligation is not terminable by the Company or any Subsidiary LBG without penalty upon notice of thirty (30) days or less.
(f) All Contractual Obligations with any Affiliate of the Company or any Subsidiary (other than the Related Agreements)LBG.
(g) All Contractual Obligations providing for the disposition of the business, assets or shares of the Company or any Subsidiary LBG or the merger or consolidation or sale or purchase of all or substantially all of the assets or business of any Person, and any letters of intent relating to the foregoing.
(h) All Contractual Obligations of the Company or any Subsidiary LBG relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien on, any asset of the Company or any Subsidiary LBG (except including liens imposed by operation of law in favor of landlords, suppliers, mechanics or others who provide services to the Company or any SubsidiaryLBG). .
(i) All of the Contractual Obligations of the Company and its Subsidiaries LBG that are enforceable against the Company and its Subsidiaries, as the case may be, LBG and, to the Company's LBG’s knowledge, the other parties thereto in accordance with their terms, except that the enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors' ’ rights generally. Neither the Company nor any of its Subsidiaries LBG is not in default under nor, to the Company's LBG’s knowledge, are there any liabilities arising from any breach or default by any Person prior to the date of this Agreement of, any provision of any such Contractual Obligation. Upon request by counsel for the InvestorsBonanza, the Company LBG will, prior to each Closing, furnish to counsel for the Investors Bonanza true and correct copies of all Contractual Obligations listed referred to in Schedule 3.9this section 4.09.
Appears in 2 contracts
Samples: Share Exchange Agreement (Bonanza Gold Inc), Share Exchange Agreement (Bonanza Gold Inc)
Contractual Obligations. Schedule 3.9 contains, together with a reference to the paragraph pursuant to which each item is being disclosed, a correct and complete list of all Contractual Obligations of a material nature of the Company and its Subsidiaries of the types described below:
(a) All collective bargaining agreements, all employment, bonus or consulting agreements, all pension, profit sharing, deferred compensation, stock option, stock purchase, retirement, welfare or incentive plans or agreements, and all plans, agreements or practices that constitute "fringe benefits" to any of the employees of the Company or its Subsidiaries.
(b) All Contractual Obligations under which the Company or any Subsidiary is restricted from carrying on any business, venture or other activities anywhere in the world.
(c) All Contractual Obligations to sell or lease (as lessor) any of the properties or assets of the Company or any Subsidiary, except in the ordinary course of business, or to purchase or lease (as lessee) any real property.
(d) All Contractual Obligations pursuant to which the Company or any Subsidiary guarantees any liability of any Person, or pursuant to which any Person guarantees any liability of the Company or any Subsidiary.
(e) All Contractual Obligations pursuant to which the Company or any Subsidiary provides goods or services involving payments to the Company or any Subsidiary of more than $50,000 100,000 annually, which Contractual Obligation is not terminable by the Company or any Subsidiary without penalty upon notice of thirty (30) days or less.
(f) All Contractual Obligations with any Affiliate of the Company or any Subsidiary (other than the Related Agreements).
(g) All Contractual Obligations providing for the disposition of the business, assets or shares of the Company or any Subsidiary or the merger or consolidation or sale or purchase of all or substantially all of the assets or business of any Person, and any letters of intent relating to the foregoing.
(h) All Contractual Obligations of the Company or any Subsidiary relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien on, any asset of the Company or any Subsidiary (except liens imposed by operation of law in favor of landlords, suppliers, mechanics or others who provide services to the Company or any Subsidiary). All of the Contractual Obligations of the Company and its Subsidiaries are enforceable against the Company and its Subsidiaries, as the case may be, and, to the Company's knowledge, the other parties thereto in accordance with their terms, except that the enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors' rights generally. Neither the Company nor any of its Subsidiaries is in default under nor, to the Company's knowledge, are there any liabilities arising from any breach or default by any Person prior to the date of this Agreement of, any provision of any such Contractual Obligation. Upon request by counsel for the Investors, the Company will, prior to each Closing, furnish to counsel for the Investors true and correct copies of all Contractual Obligations listed in Schedule 3.9.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Ivy Orthopedic Partners LLC)
Contractual Obligations. Schedule 3.9 SCHEDULE 4.6 contains, together with a reference to the paragraph pursuant to which each item is being disclosed, a correct and complete list of all Contractual Obligations of a material nature of the Company and its Subsidiaries of the types described below:
(a) All collective bargaining agreements, all employment, bonus or consulting agreements, all pension, profit sharing, deferred compensation, stock option, stock purchase, retirement, welfare or incentive plans or agreements, and all plans, agreements or practices that constitute "fringe benefits" to any of the employees of the Company or its Subsidiaries.
(b) All Contractual Obligations under which the Company or any Subsidiary is restricted from carrying on any business, venture or other activities anywhere in the world.
(c) All Contractual Obligations to sell or lease (as lessor) any of the properties or assets of the Company or any Subsidiaryits Subsidiaries, except in the ordinary course of business, or to purchase or lease (as lessee) any real property.
(d) All Contractual Obligations pursuant to which the Company or any Subsidiary guarantees any liability of any Person, or pursuant to which any Person guarantees any liability of the Company or any SubsidiaryCompany.
(e) All Contractual Obligations pursuant to which the Company or any Subsidiary provides goods or services involving payments to the Company or any Subsidiary of more than $50,000 25,000 annually, which Contractual Obligation is not terminable by the Company or any Subsidiary without penalty upon notice of thirty (30) 30 days or less.
(f) All Contractual Obligations with any Affiliate of the Company or any Subsidiary (other than this Agreement and the Related Agreements).
(g) All Contractual Obligations providing for the disposition of the business, assets or shares of the Company or any Subsidiary or the merger or consolidation or sale or of purchase of all or substantially all of the assets or business of any Person, and any letters of intent relating to the foregoing.. Unveil Technologies, Inc. Series A Convertible Preferred Stock Purchase Agreement Page 9 --------------------------------------------------------------------------------
(h) All Contractual Obligations of the Company or any Subsidiary relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien on, any asset of the Company or any Subsidiary (except liens imposed by operation of law in favor of landlords, suppliers, mechanics or others who provide services to the Company or any SubsidiaryCompany). All of the Contractual Obligations of the Company and its Subsidiaries are enforceable against the Company and its Subsidiaries, as the case may be, and, to the Company's its knowledge, the other parties thereto in accordance with their terms, except that for Contractual Obligations the enforceability may failure of which to be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time so enforceable does not and will not result in effect, which affect enforcement of creditors' rights generallya Material Adverse Effect. Neither the The Company nor any of its Subsidiaries is not in default under nor, to the best of the Company's knowledge, are there any material liabilities arising from any breach or default by any Person prior to the date of this Agreement of, any provision of any such Contractual Obligation. Upon request by counsel for the Investors, the The Company will, prior has furnished to each Closing, furnish to counsel for the Investors true and correct copies of all Contractual Obligations listed in Schedule 3.9on SCHEDULE 4.6 which the Investors have reasonably requested.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Voicenet Inc)
Contractual Obligations. Schedule 3.9 contains, together with a ----------------------- ------------ reference to the paragraph pursuant to which each item is being disclosed, a correct and complete list of all Contractual Obligations of a material nature of the Company and its Subsidiaries of the types described below:
(a) All collective bargaining agreements, all employment, bonus or consulting agreements, all pension, profit sharing, deferred compensation, stock option, stock purchase, retirement, welfare or incentive plans or agreements, and all plans, agreements or practices that constitute "fringe benefits" to any of the employees of the Company or its Subsidiaries.
(b) All Contractual Obligations under which the Company or any Subsidiary is restricted from carrying on any business, venture or other activities anywhere in the world.
(c) All Contractual Obligations to sell or lease (as lessor) any of the properties or assets of the Company or any Subsidiary, except in the ordinary course of business, or to purchase or lease (as lessee) any real property.
(d) All Contractual Obligations pursuant to which the Company or any Subsidiary guarantees any liability of any Person, or pursuant to which any Person guarantees any liability of the Company or any Subsidiary.
(e) All Contractual Obligations pursuant to which the Company or any Subsidiary provides goods or services involving payments to the Company or any Subsidiary of more than $50,000 100,000 annually, which Contractual Obligation is not terminable by the Company or any Subsidiary without penalty upon notice of thirty (30) days or less.
(f) All Contractual Obligations with any Affiliate of the Company or any Subsidiary (other than the Related Agreements).
(g) All Contractual Obligations providing for the disposition of the business, assets or shares of the Company or any Subsidiary or the merger or consolidation or sale or purchase of all or substantially all of the assets or business of any Person, and any letters of intent relating to the foregoing.
(h) All Contractual Obligations of the Company or any Subsidiary relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien on, any asset of the Company or any Subsidiary (except liens imposed by operation of law in favor of landlords, suppliers, mechanics or others who provide services to the Company or any Subsidiary). All of the Contractual Obligations of the Company and its Subsidiaries are enforceable against the Company and its Subsidiaries, as the case may be, and, to the Company's knowledge, the other parties thereto in accordance with their terms, except that for Contractual Obligations the enforceability may failure of which to be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time so enforceable does not and will not result in effect, which affect enforcement of creditors' rights generallya Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under nor, to the Company's knowledge, are there any liabilities arising from any breach or default by any Person prior to the date of this Agreement of, any provision of any such Contractual Obligation. Upon request by counsel for the Investors, the Company will, prior to each Closing, furnish to counsel for the Investors true and correct copies of all Contractual Obligations listed in Schedule 3.9.. ------------
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Encore Medical Corp)
Contractual Obligations. Schedule 3.9 contains, together with a reference to the paragraph pursuant to which each item is being disclosed, a correct and complete list of all Contractual Obligations of a material nature of the Company and its Subsidiaries of the types described below:
(a) All collective bargaining agreements, all employment, bonus or consulting agreements, all pension, profit sharing, deferred compensation, stock option, stock purchase, retirement, welfare or incentive plans or agreements, and all plans, agreements or practices that constitute "fringe benefits" to any of the employees of the Company or its Subsidiaries.
(b) All Contractual Obligations under which the Company or any Subsidiary is restricted from carrying on any business, venture or other activities anywhere in the world.
(c) All Contractual Obligations to sell or lease (as lessor) any of the properties or assets of the Company or any Subsidiary, except in the ordinary course of business, or to purchase or lease (as lessee) any real property.
(d) All Contractual Obligations pursuant to which the Company or any Subsidiary guarantees any liability of any Person, or pursuant to which any Person guarantees any liability of the Company or any Subsidiary.
(e) All Contractual Obligations pursuant to which the Company or any Subsidiary provides goods or services involving payments to the Company or any Subsidiary of more than $50,000 100,000 annually, which Contractual Obligation is not terminable by the Company or any Subsidiary without penalty upon notice of thirty (30) days or less.
(f) All Contractual Obligations with any Affiliate of the Company or any Subsidiary (other than the Related Agreements).
(g) All Contractual Obligations providing for the disposition of the business, assets or shares of the Company or any Subsidiary or the merger or consolidation or sale or purchase of all or substantially all of the assets or business of any Person, and any letters of intent relating to the foregoing.
(h) All Contractual Obligations of the Company or any Subsidiary relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien on, any asset of the Company or any Subsidiary (except liens imposed by operation of law in favor of landlords, suppliers, mechanics or others who provide services to the Company or any Subsidiary). All of the Contractual Obligations of the Company and its Subsidiaries are enforceable against the Company and its Subsidiaries, as the case may be, and, to the Company's knowledge, the other parties thereto in accordance with their terms, except that for Contractual Obligations the enforceability may failure of which to be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time so enforceable does not and will not result in effect, which affect enforcement of creditors' rights generallya Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under nor, to the Company's knowledge, are there any liabilities arising from any breach or default by any Person prior to the date of this Agreement of, any provision of any such Contractual Obligation. Upon request by counsel for the Investors, the Company will, prior to each Closing, furnish to counsel for the Investors true and correct copies of all Contractual Obligations listed in Schedule 3.9.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Galen Partners Iii L P)
Contractual Obligations. The Schedule 3.9 of Exceptions contains, together with a reference to the paragraph pursuant to which each item is being disclosed, a correct and complete list of all Contractual Obligations of a material nature of the Company and its Subsidiaries of the types described belowbelow :
(a) All collective bargaining agreements, all employment, bonus or consulting agreements, all pension, profit sharing, deferred compensation, stock option, stock purchase, retirement, welfare or incentive plans or agreements, and all plans, agreements or practices that constitute "fringe benefits" to any of the employees of the Company or its Subsidiaries.
(b) All Contractual Obligations under which the Company or any Subsidiary is restricted from carrying on any business, business or venture or other activities anywhere in the world.
(c) All Contractual Obligations to sell or lease (as lessor) any of the properties or assets of the Company or any SubsidiaryCompany, except in the ordinary course of business, or to purchase or lease (as lessee) any real property.
(d) All Contractual Obligations pursuant to which the Company or any Subsidiary guarantees any liability of any Person, or pursuant to which any Person guarantees any liability of the Company or any SubsidiaryCompany.
(e) All Contractual Obligations pursuant to which the Company or any Subsidiary provides goods or services involving payments to the Company or any Subsidiary of more than $50,000 25,000 annually, which Contractual Obligation is not terminable by the Company or any Subsidiary without penalty upon notice of thirty (30) 30 days or less.
(f) All Contractual Obligations with any Affiliate of the Company or any Subsidiary involving more than $10,000 (other than the Related Agreements).
(g) All Contractual Obligations providing for the disposition of the business, assets or shares of the Company or any Subsidiary or the merger or consolidation or sale or of purchase of all or substantially all of the assets or business of any Person, and any letters of intent relating to the foregoing.
(h) All Contractual Obligations of the Company or any Subsidiary relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien on, any asset of the Company or any Subsidiary involving indebtedness of more than $25,000 (except liens imposed by operation of law in favor of landlords, suppliers, mechanics or others who provide services to the Company or any Subsidiarylaw). All of the Contractual Obligations of the Company and its Subsidiaries are enforceable against the Company and its Subsidiaries, as the case may be, and, to the Company's its knowledge, the other parties thereto in accordance with their terms, except that for Contractual Obligations the enforceability may failure of which to be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time so enforceable does not and will not result in effect, which affect enforcement of creditors' rights generallya Material Adverse Effect. Neither the The Company nor any of its Subsidiaries is not presently in default under under, nor, to the best of the Company's knowledge, are there any liabilities arising from any breach or default by any Person prior to the date of this Agreement of, any provision of any such Contractual Obligation. Upon request by counsel for the Investors, the The Company will, prior to each Closing, furnish has made available to counsel for the Investors true and correct copies of all Contractual Obligations listed in on the Schedule 3.9of Exceptions.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Control Delivery Systems Inc/Ma)
Contractual Obligations. The Contractual Obligations Schedule 3.9 contains, together with a reference to the paragraph pursuant to which each item is being disclosed, a correct and complete list of all Contractual Obligations contractual obligations of a material nature of the Company GSI and its Subsidiaries of the types described below:
(a) a. All collective bargaining agreements, all employment, bonus or consulting agreements, all pension, profit sharing, deferred compensation, stock option, stock purchase, retirement, welfare or incentive plans or agreements, and all plans, agreements or practices that constitute "fringe benefits" to any of the employees of the Company GSI or its Subsidiaries.
(b) b. All Contractual Obligations under which the Company GSI or any Subsidiary is restricted from carrying on any business, venture or other activities anywhere in the world.
(c) c. All Contractual Obligations to sell or lease (as lessor) any of the properties or assets of the Company GSI or any Subsidiary, except in the ordinary course of business, or to purchase or lease (as lessee) any real property.
(d) d. All Contractual Obligations pursuant to which the Company GSI or any Subsidiary guarantees any liability of any Person, or pursuant to which any Person guarantees any liability of the Company GSI or any Subsidiary.
(e) e. All Contractual Obligations pursuant to which the Company GSI or any Subsidiary provides goods or services involving payments to the Company GSI or any Subsidiary of more than $50,000 1,000 annually, which Contractual Obligation is not terminable by the Company GSI or any Subsidiary without penalty upon notice of thirty (30) days or less.
(f) f. All Contractual Obligations with any Affiliate affiliate of the Company GSI or any Subsidiary (other than the Related Agreements)Subsidiary.
(g) All g. Except for this Agreement, all Contractual Obligations providing for the disposition of the business, assets or shares of the Company GSI or any Subsidiary or the merger or consolidation or sale or purchase of all or substantially all of the assets or business of any Person, and any letters of intent relating to the foregoing.
(h) h. All Contractual Obligations of the Company GSI or any Subsidiary relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien on, any asset of the Company GSI or any Subsidiary (except liens imposed by operation of law in favor of landlords, suppliers, mechanics or others who provide services to the Company GSI or any Subsidiary). All of the Contractual Obligations contractual obligations of the Company GSI and its Subsidiaries are enforceable against the Company GSI and its Subsidiaries, as the case may be, and, to GSI's and the Company's Shareholders' knowledge, the other parties thereto in accordance with their terms, except that the enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors' rights generally. Neither the Company GSI nor any of its Subsidiaries is in default under nor, to GSI or the Company's Shareholders' knowledge, are there any liabilities arising from any breach or default by any Person prior to the date of this Agreement of, any provision of any such Contractual Obligationcontractual obligation. Upon request by counsel for the InvestorsKETLF, the Company GSI and the Shareholders will, prior to each Closing, furnish to counsel for the Investors KETLF true and correct copies of all contractual obligations listed in GSI Contractual Obligations listed in Schedule 3.9Schedule.
Appears in 1 contract
Samples: Stock Purchase Agreement (Klinair Environmental Technologies LTD)
