Description of Material Contracts. SCHEDULE 4(L) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or, oral, to which the Acquired Company is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $40,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by the Acquired Company of materials, supplies or finished products exceeding $5,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by the Acquired Company of its products or services exceeding $5,000; (h) agreements or commitments for capital expenditures in excess of $5,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $5,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to PVPA Certificates or licenses or other rights to use PVPA Certificates; (k) agreements relating to the payment of royalties; (l) seed purchase contracts or other contracts with growers; (m) brokerage or finder's agreements; (n) joint venture agreements; and (o) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by the Acquired Company of more than $5,000. The Acquired Company has made available to the Buyer complete and correct copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto, listed on the Schedules hereto, and such Schedules contain accurate descriptions of all oral agreements listed on such Schedules. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, except as disclos...
Description of Material Contracts. Schedule 3(u)(i) of this Agreement contains a complete and correct list as of the date hereof of certain contracts (the “Material Contracts”), which are representative of the contracts entered into by Shoom and its customers. Other agreements, contracts and commitments, obligations and understanding are set forth in other Schedules delivered hereunder, of the following types written or oral to which Shoom is a party, under which it has any rights or by which it or any of its properties is bound, as of the date hereof: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (b) employment and consulting agreements with annual compensation in excess of $50,000; (c) collective bargaining agreements; (d) bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (e) sales agency, manufacturer’s representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by Shoom of materials, supplies or finished products exceeding $25,000 in the aggregate from any one person; (g) agreements, orders or commitments for the sale by Shoom of its products or services exceeding $25,000; (h) agreements or commitments for capital expenditures in excess of $25,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $25,000 in the aggregate); (i) agreements relating to research; (j) agreements relating to the payment of royalties; (k) brokerage or finder’s agreements; (l) joint venture agreements; and (m) other agreements, contracts and commitments which individually or in the aggregate for any one party involve any expenditure by Shoom of more than $25,000. Except as set forth in Schedule 3(u)(ii), no consent of any party is required under any contract, agreement, commitment, obligation or undertaking to which Shoom is a party, which would make such agreements not binding and in full force and effect as of the Effective Time (including contracts which are not material and listed in Schedule 3(u)(i)). Any contracts, agreements, leases or commitments held in the name of any of the Shoom Stockholders and set forth in the Schedules hereto shall be assigned to Shoom prior to the Effective Time. Shoom has made available t...
Description of Material Contracts. (n)(i) of the Disclosure Schedule contains a true and complete list of the following Contracts to which the Company or any Subsidiary of the Company is a party or by which any of them is bound (collectively, the “Material Contracts”):
Description of Material Contracts. Schedule 7(d) contains a complete and correct list as of the date hereof of all material agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or oral (the “Material Agreements”) which relate to the Business and to which Monroad, LLC and the Holder is a party or by which it or any of its properties are bound, as of the date hereof: Security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; stock option, pension, retirement, deferred compensation, hospitalization and other life, health or disability insurance, holiday, sick leave, severance, vacation, tuition reimbursement, personal loan and product purchase discount, policy manuals, or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); and (ii) purchase contracts or other contracts. All of the Material Agreements constitute valid and legally binding obligations of the parties thereto, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally or by general equitable principles, are in full force and effect and, except as otherwise specified in Schedule 7(d), are validly assignable to HERC without the consent of any party so that, after the assignment thereof to HERC pursuant hereto, HERC will be entitled to the full benefits thereof. There is not under any Material Agreement any existing default by Monroad, LLC or the Holder, or event, which, after notice or lapse of time, or both, would constitute a default or result in a right to accelerate or loss of rights under any Material Agreement. The Holder and Monroad, LLC have not received any written notice of termination of any Material Agreement. True and complete copies of all of the Material Agreements have been made available to HERC.
Description of Material Contracts. Except for this Agreement and the Other Agreements, Schedule 6A(e) contains a complete and correct list as of the date hereof of all material agreements, contracts and commitments, obligations and understandings, written or oral (the "Material Agreements") which are not set forth in any other Schedule delivered hereunder, which relate to the Business and to which the Seller is a party or by which it or any of the Assets are bound. The Material Agreements, together with this Agreement and the Other Agreements, constitute all of the material contracts, leases and other agreements related to the operation or sale of the Business. All of the Material Agreements shall be assigned to and assumed by the Buyer (the "Assigned Agreements") unless designated in Schedule 6A(e). All of the Material Agreements to which the Seller is a party constitute valid and legally binding obligations of the Seller. The Seller has no knowledge that the Material Agreements are not valid and legally binding obligations of the other parties thereto. The Material Agreements are enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles, are in full force and effect. Except as otherwise specified in Schedule 6A(e), the Assigned Agreements are validly assignable to the Buyer without the consent of any party. After the assignment of the Assigned Agreements to the Buyer pursuant hereto, the Buyer will be entitled to the full benefits thereof. There is not thereunder any existing default, or event which, after notice or lapse of time, or both, would constitute a default or result in a right to accelerate or loss of rights. Except for the lease agreements with Xxxxxxx, the Seller has not received any notice of termination of any Material Agreement. True and complete copies of all of the written Material Agreements have been delivered to the Buyer. Notwithstanding anything to the contrary above, Buyer and Seller acknowledge and agree that Schedule 6(A)(e) shall be deemed complete if all the customers who have open purchase orders with Seller are listed. The individual purchase orders with customers are not required to be listed on Schedule
6(A) (e) nor are they required to be delivered to Buyer except as may be reasonably requested by Buyer.
Description of Material Contracts. Section 4.9.1 of the Disclosure Schedule sets forth the following written and oral contracts (collectively, along with each Lease, "Material Contracts") in effect as of the date of this Agreement to which the Seller is a party:
(a) any commitment, contract (excluding any customer contract) or agreement that the Seller reasonably anticipates will, in accordance with its terms, involve aggregate payments by the Seller of more than $50,000 in 2001 or 2002;
(b) any commitment, contract, agreement, note or other instrument with any customer of the Seller, which is currently in force and effect and pursuant to which the Seller has received within calendar year 2001, or expects to receive in calendar year 2002, at least $50,000;
(c) each contract or agreement between the Seller, or an Affiliate, on the one hand, and an individual or entity rendering professional consulting services as a contractor to a customer of the Seller, on the other hand;
(d) any employment agreements (including without limitation any arrangements or obligations with respect to severance, change in control or termination pay) with any officer, director or employee of the Seller;
(e) all partnership, joint venture or similar agreements to which the Seller is a party;
(f) any note, loan, letter of credit, contract relating to indebtedness for borrowed money or capitalized leases, or other contract in respect of which the Seller is obligated in any way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any person or entity, the amount of which shall individually or in the aggregate exceed $50,000;
(g) any indemnity arrangement arising in connection with any, sale or disposition of assets (other than sales of assets in the ordinary course of business);
(h) any acquisition or disposition contracts of the Seller involving aggregate payments of $50,000 or more under which a party thereto remains obliged to pay moneys or perform;
(i) all contracts, agreements and commitments with any Governmental Authority or with any labor union;
(j) agreements or commitments for capital expenditures in excess of $25,000 for any single project;
(k) all patent, trademark, service mark, trade name, copyright and franchise licenses, royxxxx agreements or similar contracts;
(l) any material agreements relating to the licensure or ownership of the hardware or software utilized in the Seller's information systems; and
(m) each contract, agreement or commitment to which the Sel...
Description of Material Contracts. Section 2.10(a) Legal Proceedings Section 2.10(b) Judgments; Decrees; Orders
Description of Material Contracts. There are no agreements, --------------------------------- contracts and commitments, obligations or understandings, whether written or oral, that relate to the Assets and to which Xxxxxx is a party, with the exception of the lease dated May 1995 between Xxxxxx and Green Seed Company Limited Partnership (the "Green Seed Lease"). To the best of his knowledge, there are no agreements, contracts and commitments, obligations or understanding, whether written or oral, that affect or relate to the Assets by which the Seller is bound as of the date hereof.
Description of Material Contracts. Schedule 7(l) contains a complete and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder, of the following types, written or oral (the "Material Agreements") which relate to the Business and to which the Seller is a party or by which it or any of its properties are bound, as of the date hereof:
(i) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (ii) employment and consulting agreements with annual compensation in excess of $40,000; (iii) collective bargaining agreements; (iv) bonus and incentive, profit-sharing, compensation, stock purchase and stock option, pension, retirement, deferred compensation, hospitalization and other life, health or disability insurance, holiday, sick leave, severance, vacation, tuition reimbursement, personal loan and product purchase discount, policy manuals, or other plans, agreements, trusts, funds or arrangements for the benefit of employees (whether or not legally binding); (v) sales agency, manufacturer's representative or distributorship agreements; (vi) agreements, orders or commitments for the purchase by the Seller of materials, supplies or finished products exceeding $10,000 in the aggregate from any one person; (vii) agreements, orders or commitments for the sale of products or services exceeding $25,000; (viii) agreements or commitments for capital expenditures in excess of $10,000 for any single project (it being warranted that the commitment for all undisclosed contracts for such agreements or commitments does not exceed $10,000 in the aggregate); (ix) agreements relating to research; (x) agreements relating to the payment of royalties, license or similar fees; (xi) brokerage or finder's agreements; (xii) joint venture agreements; and (xiii) other agreements, contracts and commitments that individually or in the aggregate for any one party involve any expenditure by the Seller of more than $10,000. All of the Material Agreements constitute valid and legally binding obligations of the parties thereto, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally or by general equitable principles, are in full force and effect and, except as otherwise speci...
Description of Material Contracts. Except as set forth in Section 2.9 of the Company Disclosure Schedule, neither the Company nor CMS is a party to or bound by any (each, a “Material Contract”):
(a) collective bargaining agreement or other agreement with any labor union;
(b) other than with respect to any employee, officer or director of the Company or CMS who is employed or engaged for the purpose of providing services to the Company or CMS within the United Kingdom (“UK Employees”), agreement for the employment or retention of any officer, individual employee or other person on a full-time or consulting basis or any severance agreements (or agreement that includes provisions for the payment of severance);
(c) contract of employment with a UK Employee that is not terminable by the Company or CMS on twelve (12) weeks’ notice or less without any penalty or payment obligation by the Company or CMS;
(d) settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled);
(e) other than employment agreements with UK Employees, agreement involving any current or former officer, director or shareholder of the Company or an affiliate thereof;
(f) agreement under which the consequences of a default or termination could reasonably be expected to have a Company Material Adverse Effect;
(g) lease or agreement under which it is the lessee of, or holds or operates, any real or personal property owned by any other party calling for payments in excess of $10,000 annually and that cannot be terminated by the Company or CMS without penalty upon thirty (30) days notice or less;
(h) lease or agreement under which it is the lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it;
(i) agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for (i) performance over a period of more than six months after the Unaudited Balance Sheet Date or (ii) performance over a period of more than six months and which involves an amount greater than $50,000, (B) which involves more than the sum of $100,000, or (C) in which the Company or CMS has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusi...
