Description of Contracts. The statements made in the General Disclosure Package and the Offering Memorandum under the captions “The Allied Transactions,” “Description of Notes” and “Plan of Distribution,” insofar as they purport to constitute summaries of the material terms of the Transaction Documents and the Acquisition Agreement and the transactions contemplated thereby, are accurate in all material respects.
Description of Contracts. Schedule 1.1(a)(x) contains a true and complete list of all Contracts to which the Seller is a party and which are used in, relate to or are necessary for the operation of the Business or by which any Transferred Assets are bound, true and complete copies of which, together with all amendments, waivers and supplements thereto, have been delivered to Purchaser prior to the date hereof.
Description of Contracts. There are no Contracts or other documents required to be described in the Registration Statement or to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations which have not been described or filed as required.
Description of Contracts. The information incorporated by reference into the Time of Sale Information and the Offering Memorandum from the Partnership’s annual report on Form 10-K for the year ended December 31, 2019 under the captions “Business—Regulatory Environment” and “Certain Relationships and Related Transactions, and Director Independence,” in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Organizational Documents or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Time of Sale Information and the Offering Memorandum of any of the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which any of the Partnership Entities or the Eureka Entities is a party are accurate in all material respects.
Description of Contracts. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required.
Description of Contracts. There are no contracts or other documents that would be required to be described in a registration statement filed under the 1933 Act or filed as exhibits to a registration statement of the Company pursuant to Item 601(b)(10) of Regulation S-K that have not been described in the General Disclosure Package and the Offering Memorandum. The statements made in the General Disclosure Package and the Offering Memorandum, insofar as they purport to constitute summaries of the terms of the contracts and other documents that are so described, constitute accurate summaries of the terms of such contracts and documents in all material respects.
Description of Contracts. Schedule 3.16 contains a true and complete list of each of the following Contracts (true and complete copies of which, together with all amendments and supplements thereto, have been delivered to A&C prior to the execution of this Agreement) which are Transferred Contracts or to which CDS Holdings or Coastline is a party or by which the Acquired Business may be bound following the Closing:
(i) All Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified term to, or otherwise relating to employment or the termination of employment or the severance of, any employee;
(ii) all Contracts with any Person containing any provision or covenant prohibiting or materially limiting the ability of ICP, Coastline or CDS Holdings to engage in any business activity or compete with any Person or prohibiting or materially limiting the ability of any Person to compete with ICP, Coastline or CDS Holdings;
(iii) all material partnership, joint venture or shareholders' Contracts with any Person;
(iv) all Contracts with distributors, dealers, manufacturer's representatives, sales agencies or franchisees with whom ICP, CDS Holdings or Coastline deals which in any case involve the payment or contingent payment, pursuant to the terms of any such Contract, by or to ICP, Coastline or CDS Holdings of more than $50,000 annually;
(v) all Contracts relating to the future disposition or acquisition of any assets of or by ICP, CDS Holdings or Coastline;
(vi) all other Contracts (other than Benefit Plans, real estate leases listed on Schedule 3.11(b) and insurance policies listed in Schedule 3.21) to which any of ICP, Coastline or CDS Holdings is a party that (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to ICP, CDS Holdings or Coastline of more than $50,000 annually and (B) cannot be terminated within thirty (30) days after giving notice of termination without resulting in any material cost or penalty to ICP, CDS Holdings or Coastline.
Description of Contracts. Schedule 3.16.1 of the Schedule of Exceptions contains a complete and accurate list, and the Company and Sellers have delivered or made available to Buyer true and complete copies, or representative forms, of:
3.16.1.1. each Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of Ten Thousand Dollars ($10,000);
3.16.1.2. each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of Ten Thousand Dollars ($10,000);
3.16.1.3. each Contract that was not entered into in the ordinary course of business and that involves expenditures or receipts of the Company in excess of Ten Thousand Dollars ($10,000);
3.16.1.4. each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than Ten Thousand Dollars ($10,000) and with terms of less than one year);
3.16.1.5. each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
3.16.1.6. each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
3.16.1.7. each Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
3.16.1.8. each power of attorney that is currently effective and outstanding;
3.16.1.9. each Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
3.16.1.10. each Contract for capital expenditures in excess of Five Thousand ($5,000);
3.16.1.11. each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the ordinary course of business; and
3.16.1.12. each amendm...
Description of Contracts. There are no contracts or documents ------------------------ which are required to be described in the Offering Memorandum which have not been so described.
Description of Contracts. Each description of a document, contract, permit or instrument in the Preliminary Offering Memorandum, the General Disclosure Package or the Offering Memorandum accurately reflects in all material respects the terms of the underlying document, contract, permit or instrument.
