Identified Contracts Clause Samples
The Identified Contracts clause serves to specify which contracts are explicitly recognized and governed by the terms of the agreement. In practice, this clause lists or references particular contracts—such as purchase orders, service agreements, or project-specific documents—that are subject to the overarching contract's provisions. By clearly delineating which contracts are included, this clause ensures that both parties have a mutual understanding of the scope of their obligations and reduces the risk of disputes over which agreements are covered.
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Identified Contracts. (a) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 and contracts or agreements between the Company and its wholly-owned Subsidiaries or between wholly-owned Subsidiaries of the Company, Section 3.12(a) of the Disclosure Letter lists each of the contracts and agreements of the following types to which the Company or any of its Subsidiaries is a party as of the date of this Agreement (such contracts and agreements described below being "Identified Contracts"):
(i) contracts, agreements and commitments for the purchase of products or inventories by, or for the furnishing of services to, the Company or its Subsidiaries that (A) require remaining payments by the Company or its Subsidiaries in excess of $2,500,000 and (B) are not terminable by the Company or its Subsidiaries, as the case may be, on notice of one year or less without penalty;
(ii) contracts, agreements and commitments for the sale of products or inventories, or for the furnishing of services, by the Company or its Subsidiaries that (A) require remaining payments to the Company or its Subsidiaries in excess of $2,500,000 and (B) are not terminable by the Company or its Subsidiaries, as the case may be, on notice of one year or less;
(iii) manufacturer's representative, sales agency and distribution contracts and agreements under which there were in 1999 or there are projected to be in 2000 annual sales in excess of $2,500,000;
(iv) mortgages, indentures, security agreements, notes, loan agreements, guarantees and other contracts and agreements governing the terms of indebtedness of the Company or its Subsidiaries to third parties in excess of $5,000,000 principal amount;
(v) material contracts and agreements between the Company and any of its affiliates;
(vi) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity interests of the Company or its Subsidiaries;
Identified Contracts. Upon the written request of Purchaser delivered prior to expiration of the Due Diligence Period (the “Termination List Notice”), Seller shall, on the Closing Date, deliver notices of termination to vendors under maintenance, service and supply contracts, and equipment leases with respect to the Property specified by Purchaser in the Termination List Notice (collectively, the “Identified Contracts”), terminating such Identified Contracts effective upon the earliest date that, pursuant to the terms of such Identified Contracts, such Identified Contracts may be terminated without the payment by Seller of any fee, premium, penalty or other form of early termination compensation (which date, if not so terminable, shall be the expiration date of the Identified Contract). Purchaser understands and agrees that, at Closing, Purchaser shall assume the obligations of Seller under maintenance, service and supply contracts, and equipment leases with respect to the Property (x) that were not timely identified in the Termination List Notice, (y) for which notices of termination are delivered on the Closing Date but which are not effectively terminated until after the Closing Date, or (z) that were entered into after the expiration of the Due Diligence Period in accordance with the terms of this Agreement.
Identified Contracts. 20 Section 3.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 3.14
Identified Contracts. (a) Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1994 (the "Material Contracts") and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, Schedule 3.12(a) of the Disclosure Schedule lists each of the following contracts and agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound (contracts and agreements of the types described below being "Identified Contracts"), in each case as such Identified Contract is in effect on the date hereof:
(i) contracts and agreements for the purchase of inventories, goods or other materials by, or for the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $2,000,000 and (B) have a term of one year or more and are not termi-
Identified Contracts. Agreements Effective Date Termination Date Nature of business # Agreements Effective Date Termination Date Nature of business
Identified Contracts. 17 SECTION 4.13
Identified Contracts. Other than the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 1999, or subsequently filed with the SEC under the Exchange Act, and contracts or agreements between the Company and its wholly-owned Subsidiaries or between wholly-owned Subsidiaries of the Company, Section 4.12 of the Disclosure Letter lists each of the contracts and agreements to which the Company or any of its Subsidiaries is a party as of the date of this Agreement, which are: (i) material contracts and agreements between the Company and any of its affiliates; (ii) shareholder, voting trust or similar contracts and agreements relating to the voting of shares or other equity interests of the Company or any of its Subsidiaries or (iii) agreements, contracts, understandings or arrangements between the Company or any of its Subsidiaries and the Trust or the Manville Property Damage Settlement Trust (collectively, "Company Trust Agreements").