Licenses and Contracts. Seller holds and is in compliance with all licenses, easements and other permissions, contracts and agreements of all applicable federal, state or local governmental bodies and agencies, private individuals, entities and firms necessary or required for the operation of the System (“Required Authorizations”). Schedule 6.6 lists all of the Required Authorizations. The Seller has provided to Buyer copies of each of the Assumed Contracts which were true and correct in all material respects.
Licenses and Contracts. All franchises, licenses, trademarks, trade names, copyrights, patents, permits, certificates, consents, approvals, authorizations, agreements and contracts necessary to operate Borrower's business as it currently is being operated and to own or lease Borrower's property have been obtained, are in effect, have been complied with in all material respects by Borrower, are free from challenge, and are fully assignable to the Lender for the purpose of securing the Revolving Loan. Borrower has no knowledge and has not received any notice to the effect that any product it manufactures or sells, or any service it renders, or any process, method, know-how, trade secret, part or material it employs in the manufacture of any product it makes or sells or any service it renders, or the marketing or use by it or another of any such product or service, may infringe any trademark, trade name, copyright, patent, trade secret or legally protected right of any other Person.
Licenses and Contracts. All franchises, licenses, trademarks, ---------------------- trade names, copyrights, patents, permits, certificates, consents, approvals, authorizations, agreements and contracts necessary to operate Borrower's business as it currently is being operated and to own or lease Borrower's property have been obtained, are in effect, have been complied with in all material respects by Borrower, are free from challenge, and to the best of Borrower's knowledge are fully assignable to the Lender for the purpose of securing the Revolving Loan. Borrower has no knowledge and has not received any notice to the effect that any product it manufactures or sells, or any service it renders, or any process, method, know-how, trade secret, part or material it employs in the manufacture of any product it makes or sells or any service it renders, or the marketing or use by it or another of any such product or service, may infringe any trademark, trade name, copyright, patent, trade secret or legally protected right of any other Person.
Licenses and Contracts. (a) Schedule 4.2(a) sets forth a list organized by category, of all of the Contracts in effect on the date hereof, except for: (i) subscription agreements with subscribers for wireless services provided by such Activities in the ordinary course of business, (ii) employment contracts and miscellaneous service contracts terminable on not more than 90 days’ notice, and (iii) any Contracts included in the Excluded Assets or provided for in the Ancillary Agreements. True and complete copies of all Assumed Contracts (together with all amendments thereto) of such Person’s Activities have been delivered to the other Parent. Other than the Licenses and Contracts listed in Schedule 4.2(a) or not required to be listed thereon pursuant to the first sentence of this Section 4.2(a), such Person’s Activities require no contract or agreement to enable it to carry on its Activities in all material respects as presently conducted. All Licenses and Assumed Contracts are in full force and effect, and are in all material respects valid, binding and enforceable in accordance with their respective terms. None of the Licenses or Assumed Contracts would be materially breached by virtue of the Transactions or by virtue of the assignments thereof to the Company or as otherwise contemplated by this Agreement, provided that the Consents are obtained. Except as set forth in Schedule 4.2(a), there is not under any License or Assumed Contract any default by such Person or any of its Affiliates or, to its Knowledge, any other party thereto, or any event which, after notice or lapse of time, or both, would constitute a material default which would give any party the right to terminate such License or Assumed Contract. Except as expressly set forth in Schedule 4.2(a), such Person has not received any written notice of any intention by any party to any material License or material Assumed Contract (i) to amend the terms thereof in a manner that would materially and adversely affect such Person’s rights thereunder, or to terminate such contract, (ii) to refuse to renew the same upon expiration of its term, or (iii) to renew the same upon expiration only on terms and conditions which materially and adversely affect such Person’s rights thereunder.
(b) Except as set forth in Schedule 4.2(b), there are no Assumed Contracts in effect on the date hereof between such Person or any of its Affiliates and (i) any of its Affiliates, (ii) any of its or its Affiliates’ officers, directors, shareholders, ...
Licenses and Contracts. All material franchises, licenses, permits, certificates, consents, approvals, authorizations, agreements, and contracts necessary to operate Borrower's business as it currently is being operated have been obtained and are in full force and effect.
Licenses and Contracts. No person or entity, except Producers satisfying the provisions of Section 6.1.1, "Licensing of Producers," shall in any way share in any commissions payable hereunder unless such person or entity is licensed in accordance with the laws of the state(s) in which the sale was made and the customer resides; and unless such person or entity shall have entered into an agreement with Selling Agency which specifies such person or entity's rights and obligations and which makes provision for payment, including splitting, of commissions. Notwithstanding the preceding sentence, in those states which permit payment of a commission to an entity which is not licensed as an insurance agency, Company will pay commissions to an unlicensed entity which is a party to this Agreement, but only after such entity has provided evidence satisfactory to Company as to how Company may make such payments in accordance with applicable state insurance laws.
Licenses and Contracts. Seller shall have furnished to Buyer and Buyer shall have reviewed and approved all of the licenses and permits to which clause (b) of section 1.
Licenses and Contracts. 3.5.1 Schedule 3.5 contains a description of all of the Licenses and Contracts as of the date of this Agreement, except for: (i) Contracts entered into in the ordinary course of Business which may be canceled by Seller without penalty on not more than 30 days' notice; (ii) Contracts not involving any material monetary or non-monetary obligation; (iii) miscellaneous service contracts terminable at will without penalty; and (iv) Contracts constituting Excluded Assets. Seller has delivered to Buyer true and complete copies of each of the Licenses and written Contracts, including in each case any amendments thereto, together with written summaries of any oral Contracts, other than Contracts described in clauses (i) through (iv) above and other than bank financing documents. Except as described on Schedule 3.5: (a) each of the Licenses and Contracts is valid, in full force and effect, and enforceable in all material respects in accordance with its terms against the parties thereto, and Seller has fulfilled when due, or has taken all action necessary to enable it to fulfill when due, all of its material obligations thereunder; (b) there has not occurred any default (without regard to lapse of time, the giving of notice, the election of any Person other than Seller, or any combination thereof) by Seller nor, to the knowledge of Seller, has there occurred any default (without regard to lapse of time, the giving of notice, the election of Seller, or any combination thereof) by any Person other than Seller under any of the Licenses and Contracts; and (c) neither Seller nor, to the knowledge of Seller, any other Person is in arrears in the performance or satisfaction of its obligations under any of the Licenses and Contracts, and no waiver or indulgence has been granted by any of the parties thereto.
3.5.2 Except as listed on Schedule 3.5, none of the Licenses or Contracts is held in any name other than EDC's or NWF's name.
Licenses and Contracts. All franchises, licenses, trademarks, trade names, copyrights, patents, permits, certificates, consents, approvals, authorizations, agreements and contracts necessary to operate Borrower’s business as it currently is being operated and to own or lease Borrower’s property have been obtained, are in effect, have been complied with in all material respects by Borrower, and except as set forth in Schedule 5.13 attached hereto, are fully assignable to the Lender for the purpose of securing the Loan. Borrower has no knowledge and has not received any notice to the effect that any product it manufactures or sells, or any service it renders, or any process, method, know-how, trade secret, part or material it employs in the manufacture of any product it makes or sells or any service it renders, or the marketing or use by it or another of any such product or service, may infringe any trademark, trade name, copyright, patent, trade secret or legally protected right of any other Person.
Licenses and Contracts. Except as set forth in Schedule 5.11 attached hereto and made a part hereof, all franchises, licenses, trademarks, trade names, copyrights, patents, permits, certificates, consents, approvals, authorizations, agreements and contracts necessary to operate Borrower's business as it currently is being operated have been obtained, are in effect, are free from challenge, and are fully assignable to the Lender for the purpose of securing the Revolving Loan and Term Loan. Borrower has no knowledge and has not received any notice to the effect that any product it manufactures or sells, or any service it renders, or any process, method, know-how, trade secret, part or material it employs in the manufacture of any product it makes or sells or any service it renders, or the marketing or use by it or another of any such product or service, may infringe any trademark, trade name, copyright, patent, trade secret or legally protected right of any other Person.
