Financing Arrangements and Claims Sample Clauses

Financing Arrangements and Claims. Except as set forth on Schedule 3.02(j)(iii) of the Disclosure Package, there exist: no receivables financing arrangements with respect to performance of any Government Contract; no outstanding claims pending against Seller by any Governmental Authority or by any prime contractor, subcontractor, vendor or other Person arising under or relating to any Government Contract that could reasonably be expected to have a material adverse effect on the Business; to Seller's Knowledge, no facts upon which such a claim with respect to any such Government Contract is reasonably likely to be based in the future; no material disputes under the "Disputes" clause of any such Government Contract with any Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract; and to Seller's Knowledge, no facts out of which such a dispute may be reasonably likely to arise in the future with respect to any Government Contract. Except as set forth on Schedule 3.02(j)(iii) of the Disclosure Package, Seller does not have any interest in any pending claim against any Governmental Authority or any prime contractor, subcontractor or vendor arising under any Government Contract.
Sample 1
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Financing Arrangements and Claims. Except as set forth in Schedule 4.22(c), there exist (i) no material financing arrangements with respect to performance of any current Government Contract; (ii) no material outstanding claims against any Business Entity, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Bid; (iii) no facts that are known by any Business Entity upon which such a claim may be based now or in the future; (iv) no material disputes between a Business Entity and the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Bid; and (v) no facts that are known by any Business Entity over which such a dispute may arise in the future. Except as set forth on Schedule 4.22(c), no Seller has any interest in any pending or potential material claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Bid.
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Financing Arrangements and Claims. Except as set forth on Section 3.18(e) of the Disclosure Schedule, neither Synergy nor any Acquired Subsidiary has interest in any pending or potential claim or request for equitable adjustment against any Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract, Bid or Teaming Agreement, and neither Synergy nor any Acquired Subsidiary is a party (either as the protestor or an interested party) to any protest to the procuring agency or the United States General Accounting Office, or any other Governmental Authority. Except as set forth on Section 3.18(e) of the Disclosure Schedule, there exist no: (i) Financing arrangements (e.g., an assignment of moneys due or to become due) with respect to any active Government Contract; (ii) Outstanding claims against Synergy or any Acquired Subsidiary, by any Governmental Authority or by any prime contractor, subcontractor, vendor or other third party, arising out of or relating to any Subcontract, Government Contract, Bid or Teaming Agreement, and, to the Knowledge of Synergy, there are no facts that might give rise to or result in such a claim; or (iii) Disputes between Synergy or any Acquired Subsidiary and any Governmental Authority, or between Synergy or any Acquired Subsidiary and any prime contractor, subcontractor, vendor or other third party, arising out of or relating to any Subcontract, Government Contract, Bid or Teaming Agreement, and, to the Knowledge of Synergy, there are no facts that are known or should be known to Synergy that might give rise to or result in such a dispute.
Sample 1
Financing Arrangements and Claims. To the best knowledge of GSI, there exists (i) no financing arrangement with respect to performance of any current Government Contract; (ii) no outstanding claim against GSI, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Bid; (iii) no fact upon which such a claim may be based on the future; (iv) no dispute between GSI and the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Bid; and (v) no fact known by GSI over which such a dispute may arise in the future. To the best knowledge of GSI, GSI has no interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Bid.
Sample 1
Financing Arrangements and Claims. Except as set forth in Schedule 2.13, there exist: (i) No receivables financing arrangements with respect to performance of any Government Contract; (ii) No notice of any outstanding claims against the Company, either by the U.S. Government, any State Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract, which has been received by the Company; (iii) No facts that are known by the Company upon which such a claim may be based in the future arising under or relating to any Government Contract; (iv) No disputes between the Company and the U.S. Government, any State Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract; and (v) No facts that are known by the Company over which such a dispute may arise in the future. The Company has no interest in any pending or potential claim against the U.S. Government, any State Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract.
Sample 1
Financing Arrangements and Claims. To the best knowledge of TDC, there exists (i) no financing arrangement with respect to performance of any current Government Contract; (ii) no outstanding claim against TDC, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Bid; (iii) no fact upon which such a claim may be based on the future; (iv) no dispute between TDC and the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Bid; and (v) no fact known by TDC over which such a dispute may arise in the future. To the best knowledge of TDC, TDC has no interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Bid.
Sample 1
Financing Arrangements and Claims. Except as set forth in Schedule A and except for claims and disputes arising in the ordinary course of business (none of which the Company expects to have a Material Adverse Effect), (A) no claims have been made against the Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract, Subcontract or Bid; (B) no facts are known by the Company upon which such a claim may be based in the future; (C) no disputes exist between the Company and the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract, Subcontract or Bid; and (D) no facts are known by the Company over which such a dispute may arise in the future.
Sample 1
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Related to Financing Arrangements and Claims

  • Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.

  • Agreements and Documents Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit K, executed by the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an “affiliate” of the Company for purposes of the Securities Act; (b) the Escrow Agreement in a the form of Exhibit M; (c) the employment offer letters in substantially the form attached hereto as Exhibit N, executed by the individuals identified on Exhibit E; (d) Noncompetition Agreements in the form of Exhibit F, executed by the individuals identified on Exhibit E; (e) a Release in the form of Exhibit O, executed by the Persons identified on Exhibit P; (f) confidential invention and assignment agreements, attached hereto as Exhibit H, executed by all employees of the Company and by all consultants and independent contractors to the Company who have not already signed such agreements, including Xxxxxxx Xxxxx; (g) the statement referred to in Section 5.8(a), executed by the Company; (h) a legal opinion of Sheppard, Mullin, Xxxxxxx & Hampton LLP dated as of the Closing Date, in the form of Exhibit Q, which legal opinion shall be subject to customary qualifications; (i) a certificate executed by the Company and containing the representation and warranty of the Company that each of the conditions set forth in Sections 6.1, 6.2, 6.4 and 6.10 have been duly satisfied (the “Company Closing Certificate”); and (j) a certificate executed by the Secretary of the Company attaching and certifying the Company’s current Certificate of Incorporation, Bylaws and the resolutions of the Company’s board of directors and stockholders approving and adopting this Agreement, the Merger and the other transactions contemplated by this Agreement; (k) the Certificate of Merger, executed by the Company; (l) the Company Acknowledgments of Payment and Release; (m) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two Business Days prior to Closing with respect to the Company; (n) a Certificate of Status of Foreign Corporation of the Company from the applicable Governmental Authority in each jurisdiction where it is required to be qualified to do business, all of which are dated within five (5) Business Days prior to the Closing; and (o) a spreadsheet (the “Closing Payment Schedule”), duly certified by an officer of the Company setting forth: (i) the Closing Date Stockholder Liability Amount; (ii) the name and address of each of the holders of the Company Capital Stock, Company Warrants and Company Options as of immediately prior to the Effective Time and the number of shares of Company Capital Stock, Company Warrants and Company Options of each class and series held by each such stockholder immediately prior to the Effective Time; (iii) the consideration that each such stockholder is entitled to receive pursuant to Sections 1.5(a), 1.6 and 1.7; and (iv) the amount to be contributed to the Escrow Fund by Parent on behalf of each Escrow Contributor pursuant to Section 1.10. (p) written resignations of all officers and directors of the Company, effective as of the Effective Time.

  • Secured Cash Management Agreements and Secured Hedge Agreements Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (a) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would (i) increase the interest rate on such Indebtedness; (ii) accelerate the dates upon which payments of principal or interest are due on, or increase the principal amount of, such Indebtedness; (iii) change in a manner materially adverse to the Borrower any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (iv) change in a manner adverse to the Borrower, the prepayment, redemption or put provisions of such Indebtedness; (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), if any; or (vi) change or amend any other term if such change or amendment would increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Borrower or the Lender, except in the case of this Section 7.7(a), if the incurrence of such Indebtedness, upon such amended terms, is not prohibited hereunder. (b) Except as permitted by Section 7.2, amend, modify or otherwise change its name, jurisdiction of formation or organizational identification number, in each case without providing the Lender not less than five (5) days prior written notice (or such shorter notice as the Lender may consent to in writing in its sole discretion). (c) Without not less than five (5) days prior written consent of the Lender, change any executive officer of the Borrower. (d) Amend, modify or otherwise change its Formation Documents or any agreement or arrangement entered into by it, with respect to any of its Equity Interests, or enter into any new agreement with respect to any of its Equity Interests, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this Section 7.7(d) that, either individually or in the aggregate, are not adverse to the Lender and could not reasonably be expected to result in a Material Adverse Change.

  • Funding Arrangements Minimum amounts/increments for Japan Local Currency Borrowings, repayments and prepayments: Same as Credit Agreement.

  • Financing Agreements The School shall comply with Ch. 37D, HRS, relating to financing agreements. “Financing agreement” means any lease purchase agreement, installment sale agreement, loan agreement, line of credit or other agreement of the department or, with the approval of the director, and any agency, to finance the improvement, use or acquisition of real or personal property that is or will be owned or operated by one or more agencies of the State, the department or any agency, or to refinance previously executed financing agreements including certificates of participation relating thereto. The School shall not act as a guarantor of any such financing agreement.

  • Material Agreements and Liens (a) Part A of Schedule 3.11 is a complete and correct list of each credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Debt or any extension of credit (or commitment for any extension of credit) to, or Guarantee by, the Borrower or any of its Subsidiaries, outstanding on the date hereof the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $5,000,000, and the aggregate principal or face amount outstanding or that may become outstanding under each such arrangement is correctly described in Part A of said Schedule 3.11. (b) Part B of Schedule 3.11 is a complete and correct list of each Lien securing Debt of any Person outstanding on the date hereof the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $5,000,000 and covering any Property of the Borrower or any of its Subsidiaries, and the aggregate Debt secured (or that may be secured) by each such Lien and the Property covered by each such Lien is correctly described in Part B of said Schedule 3.11.

  • Leasing Arrangements From the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instance, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Price.

  • Closing Arrangements Where each of the Seller and Buyer retain a lawyer to complete the Agreement of Purchase and Sale of the property, and where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Seller and Buyer acknowledge and agree that the exchange of closing funds, non-registrable documents and other items (the “Requisite Deliveries”) and the release thereof to the Seller and Buyer will (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be subject to conditions whereby the lawyer(s) receiving any of the Requisite Deliveries will be required to hold same in trust and not release same except in accordance with the terms of a document registration agreement between the said lawyers. The Seller and Buyer irrevocably instruct the said lawyers to be bound by the document registration agreement which is recommended from time to time by the Law Society of Upper Canada. Unless otherwise agreed to by the lawyers, such exchange of the Requisite Deliveries will occur in the applicable Land Titles Office or such other location agreeable to both lawyers.

  • Banking Arrangements The banking business of the Corporation shall be transacted with such banks, trust companies or other person or persons as the board may determine from time to time and all such banking business shall be transacted on behalf of the Corporation by such person or persons and to such extent as the board may determine from time to time.

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