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. (i) Schedule 3(u) of this Agreement contains a complete and correct list as of the date hereof of certain Contracts, which are representative of the Contracts entered into by IPS 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 IPS 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 IPS 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 IPS 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 IPS of more than $25,000.
Description of Material Contracts. Schedule 4(u) of this Agreement contains a complete and correct list as of the date hereof of certain contracts, which are representative of the contracts entered into by the Company and its customers. Said Schedule shall include copies of all manufacturers rep and/or distributor agreements. 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 the 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 $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 the Company 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 the Company 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 the Company of more than $25,000. The Company has made available to BBLU copies of all written agreements, contracts, commitments, obligations and undertakings, together with all amendments thereto that are in its possession, listed on the Schedules hereto. All such agreements, contracts, commitments, obligations and undertakings are in full force and effect and, all parties to, or otherwise bound by, such agreements, contracts, commitments, obligations and undertakings have performed all obligations requir...
Description of Material Contracts. (i) SCHEDULE 6.13 contains a complete and correct list as of December 6, 1999 of all agreements, contracts, instruments and commitments, obligations and understandings of the following types, written or oral, to which FiberChem is a party, under which FiberChem has any rights or by which Intrex 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 $60,000; (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 sales and management personnel (whether or not legally binding); (e) sales agency, manufacturer's representative or distributorship agreements; (f) agreements, orders or commitments for the purchase by FiberChem 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 FiberChem of their products or services exceeding $200,000 (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 $50,000 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 FiberChem of more than $25,000.
Description of Material Contracts. Section 2.9 of the Company Disclosure Schedule sets forth each Contract to which the Company or any of its Subsidiaries is a party, or by which any of their respective assets are bound, and that is described in any of the following subsections (each, a “Material Contract”):
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. Schedule 7(d) 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 is bound, as of the date hereof and as of the Closing Date:
Description of Material Contracts. Schedule 6(e) contains a complete --------------------------------- and correct list as of the date hereof of all agreements, contracts and commitments, obligations and understandings (the "Assigned Agreements") which are not set forth in any other Schedule delivered hereunder, of the following types, written or oral, which relate to the Business and to which the Sellers are a party or by which they or any of their properties are bound, as of the date hereof. The Assigned Agreements constitute all of the material contracts, leases and other agreements related to the operation of the Business. All of the Assigned 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 6(e), are validly assignable to the Buyer without the consent of any party so that, after the assignment thereof 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, and none of such contracts, agreements, leases, licenses or commitments is unduly burdensome, onerous or materially adverse to the Assets or the Business. The Sellers have not received any notice of termination of any Assigned Agreement. True and complete copies of all of the Assigned Agreements have been delivered to the Buyer. No agreement, contract, commitment, obligation or undertaking listed on Schedule 6(e) to which the Sellers are a party or by which any of their properties are bound, except as specifically set forth in Schedule 6(e), contains any provision which materially adversely affects or in the future may (so far as the Sellers can now foresee) materially adversely affect the Assets.
Description of Material Contracts. Section 4.9.1 of the Disclosure Schedule sets forth the following contracts (collectively, along with each Lease (as defined in Section 4.17), "Material Contracts") in effect as of the date of this Agreement to which the Company is a party: any commitment, contract (excluding any customer contract) or agreement that the Company reasonably anticipates will, in accordance with its terms, involve aggregate payments by the Company of more than $25,000 within either calendar years 2000 or 2001; any commitment, contract, agreement, note or other instrument with any customer of the Company, which is currently in force and effect and pursuant to which the Company has received within calendar year 1999, or expects to receive in calendar year 2000, at least $50,000; each contract or agreement between the Company, or an Affiliate, on the one hand, and any Person rendering professional consulting services as a contractor to a customer of the Company, on the other hand; 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 Company; all partnership, joint venture or similar agreements to which the Company is a party; any note, loan, letter of credit, contract relating to indebtedness for borrowed money or capitalized leases, or other contract in respect of which the Company 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 $25,000; any indemnity arrangement arising in connection with any, sale or disposition of assets (other than sales of assets in the ordinary course of business); any acquisition or disposition contracts of the Company under which a party thereto remains obliged to pay monies or to perform; all contracts, agreements and commitments with any Governmental Authority or with any labor union; agreements or commitments for capital expenditures in excess of $10,000 for any single project; all patent, trademark, service mark, xxade name, copyright and franchise licenses, royalty agreements or similar contracts; agreements relating to the licensure or ownership of the hardware or software utilized in the Company's information systems providing for receipts by the Company or payments by the Company in excess of $10,000 for calendar year 2000; each contract, agreemen...
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 involving aggregate consideration in excess of $10,000 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 or other assets are bound, as of the date hereof: Seller is not and, to Seller's knowledge, no other party is in default under (i) any 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). There is not under any Material Agreement any existing default by Seller, 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 Seller has 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 the Purchaser.
