Disclosure Schedule 3 Sample Clauses

Disclosure Schedule 3. 18 lists all insurance policies of any nature maintained, as of the Closing Date, for current occurrences by each Credit Party, as well as a summary of the terms of each such policy.

Disclosure Schedule 3. 9(a) contains a complete and accurate list of all real property that is owned, leased, rented or used by the Company (the "Real Property"). The Company has delivered to Buyer true and complete copies of all leases, subleases, rental agreements, contracts of sale, tenancies or licenses relating to the Real Property.

Disclosure Schedule 3. 19 lists all banks and other financial institutions at which any Credit Party maintains deposit or other accounts, and such Schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, the complete account number therefore and, with respect to the Preheat Existing Accounts, the outstanding balance as of the Closing Date.

Disclosure Schedule 3. 1(e) 1. Pursuant to Section 3.9 of the promissory notes (the “Notes”) issued by the Company to Xx. Xxxx Xxxxxxxxxx, The Xxxx X. Xxxxxxx Revocable Trust, Dr. T. Xxxx XxXxxxxxx, Mr. Jian Xxxx Xx, and Pioneer Pharma (Singapore) Pte. Ltd. (the “Lenders”), the Company must obtain the unanimous approval of its Board of Directors to conduct any capital raise transaction until the earliest to occur of the following: (i) January 12, 2018; (ii) the day that the Company’s cash flow has been equal to or greater than zero dollars ($0) in each month for three (3) consecutive months; or (iii) the amounts payable under the Notes have been paid.

Disclosure Schedule 3. 12(a) sets forth a complete and accurate list that sets forth each employee of Sellers and their Affiliates who primarily provide services related to the Assets (each a “Seller Employee”).

Disclosure Schedule 3. 13(a) contains a true and complete listing of the following contracts and other agreements to which the Company is, or immediately after the Closing will be, a party (each such contract or agreement being referred to herein as a “Material Contract”): (i) contracts, agreements and instruments representing Indebtedness for Borrowed Money and all guarantees thereof; (ii) contracts containing covenants limiting the freedom of the Company to engage in any line of business or compete with any Person or operate at any location; (iii) price swaps, xxxxxx, futures or similar instruments; (iv) contracts to which the Company, on the one hand, and an Affiliate of Operations, on the other hand, is a party or is otherwise bound; (v) contracts containing any preferential rights to purchase or similar rights relating to any Company Assets; (vi) joint venture or partnership agreements, including any agreement or commitment to make any loan or capital contribution to any joint venture or partnership; (vii) contracts relating to the acquisition or disposition by the Company of any business (whether by acquisition or disposition of equity interests or assets) pursuant to which the Company has or will have any remaining material obligation or liability or benefit; (viii) contracts or agreements which, individually, require or entitle the Company to make or receive payments of at least $1,000,000 annually, provided that the calculation of the aggregate payments for any such agreement or contract shall not include payments attributable to any renewal periods or extensions for which the Company may exercise a renewal or extension option in its sole discretion; and (ix) licenses relating to Intellectual Property (whether as licensee or licensor) other than licenses with respect to software used or accessed by any Company under a “shrink wrap,” “click wrap,” or “off the shelf” software license that is generally commercially available on standard terms.

Disclosure Schedule 3. 13) lists, as of the Closing Date, (i) all ERISA Affiliates and (ii) all ERISA Plans and separately identifies all US Pension Plans, Multiemployer Plans and US Welfare Plans. Copies of all such listed ERISA Plans, together with a copy of the most recently filed form 5500-series return, as applicable, for each such ERISA Plan, have been delivered to Agent. Except as set forth on Disclosure Schedule (3.13): (i) each Qualified Plan (other than Multiemployer Plans) has been determined by the IRS to qualify under Section 401 of the Revenue Code, the trusts created thereunder have been determined to be exempt from tax under the provisions of Section 501 of the Revenue Code, and nothing has occurred that could reasonably be expected to cause the loss of such qualification or tax-exempt status; (ii) each ERISA Plan is in compliance in all material respects with the applicable provisions of ERISA, the Revenue Code and its terms, including the timely filing of all returns required under the Revenue Code or ERISA; (iii) no Credit Party or ERISA Affiliate has failed to make any required material contribution or pay any material amount due as required by Section 412 of the Revenue Code, Section 430 of the Revenue Code or Section 302 of ERISA or the terms of any such ERISA Plan; and (iv) no non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Revenue Code, has occurred, within the preceding five years, with respect to any ERISA Plan that could reasonably be expected to subject any Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Revenue Code.

Disclosure Schedule 3. 12 lists, as of the Closing Date, (i) all ERISA Affiliates and (ii) all Plans and separately identifies all Pension Plans, including Title IV Plans, Multiemployer Plans, and all Retiree Welfare Plans. Copies of all such listed Plans, together with a copy of the latest form IRS/DOL 5500-series, as applicable, for each such Plan, have been delivered to Agent. Except with respect to Multiemployer Plans, each Qualified Plan has been determined by the IRS to qualify under Section 401 of the IRC, the trusts created thereunder have been determined to be exempt from tax under the provisions of Section 501 of the IRC, and nothing has occurred that would cause the loss of such qualification or tax-exempt status. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the IRC and its terms, including the timely filing of all reports required under the IRC or ERISA. Neither any Credit Party nor ERISA Affiliate has failed to make any material contribution or pay any material amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any such Plan. No “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, has occurred with respect to any Plan, that would subject any Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC.

Disclosure Schedule 3. 14 contains a true and complete listing of the following contracts and other agreements with respect to the Contributed Entities Assets, operations and business, to which (i) any Contributing Party or (ii) any of the Contributed Entities are, or immediately after the Closing will be, a party (each such contract or agreement being referred to herein as a “Material Contract”): (i) any natural gas liquids transportation, storage or other agreement (or group of related agreements with the same Person) that involves annual revenues or payments in excess of $10,000,000; (ii) any olefins transportation, storage or other agreement (or group of related agreements with the same Person) that involves annual revenues or payments in excess of $10,000,000; (iii) any agreement (or group of related agreements with the same Person) for the lease of personal property to or from any Person providing for lease payments in excess of $10,000,000 per annum; (iv) any agreement (or group of related agreements with the same Person) for the purchase or sale of raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which is reasonably expected to involve annual consideration in excess of $20,000,000; (v) any agreement concerning a partnership, joint venture, investment or other arrangement (A) involving a sharing of profits or losses relating to all or any portion of the business of any Contributed Entity, or (B) requiring any Contributed Entity to invest funds in or make loans to, or purchase any securities of, another Person, venture or other business enterprise, in each case, that could reasonably be expected to be in excess of $10,000,000; (vi) any agreement (or group of related agreements with the same Person) with respect to the creation, incurrence, assumption, or guaranteeing of any indebtedness for borrowed money, or any capitalized lease obligation; (vii) any agreement that prohibits or otherwise materially limits the ability of such Contributing Party (to the extent applicable to the Contributed Entities’ business) or any Contributed Entity to compete in any material respect in any line of business or with any Person or in any material geographic area during any period of time after the Closing; (viii) any agreement with any Contributing Party (to the extent applicable to the Contributed Entities’ business) that individually involves annual revenues or payments in excess of $10,000,000; (i...

Disclosure Schedule 3. 19(b) contains a complete and accurate list of all material Intellectual Property currently used by the Seller or its Affiliates to conduct the Businesses as currently conducted or as currently intended to be conducted, other than commercially available or “off the shelf” software (the “Intellectual Property Rights”).