Licenses and Other Approvals Sample Clauses

Licenses and Other Approvals. Consultant shall assist the Authority or the Authority’s contractor in obtaining all governmental permits, licenses or other final approvals required for the project.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Licenses and Other Approvals. Contractor shall timely apply for and, once issued, maintain U.S. Government export licenses, agreements and other approvals that are required for “foreign person” personnel and/or representatives of Purchaser (including, but not limited to, foreign subsidiaries and related entities of Purchaser involved with the procurement) as well as Purchaser’s insurance providers and Canadian authorities (as may be required under Canadian law) to have access to Contractor facilities, hardware, software, Deliverable Data, other technical information or technical services in connection with the performance of this Contract. A “foreign person” shall be as defined in the International Traffic in Arms Regulations, 22 C.F.R. §120.16. As early as practicable, and in no event later than fifteen (15) days after REDC, Purchaser shall provide Contractor with a list of countries (if other than the U.S.) of which “foreign person” personnel and/or representatives of Purchaser (including, but not limited to foreign subsidiaries and related entities of Purchaser involved with the procurement) as well as Purchaser’s insurance providers and Canadian authorities (as may be required under Canadian law) are citizens, if such personnel, representatives, insurance providers and Canadian authorities will or may have access to U.S. export-controlled items under this Contract. Purchaser shall provide the reasonable cooperation and support necessary for Contractor to apply for and maintain such required U.S. export licenses, agreements and other approvals, and shall promptly notify Contractor of any occurrence or change in circumstances of which it becomes aware that is relevant to or affects such export licenses, agreements and approvals. At Purchaser’s request, Contractor shall include Purchaser (and related entities involved with the procurement, including any foreign companies necessarily required to be part of the development, procurement or integration) as a named party in any application to the U.S. Government for approval of such export licenses, agreements and other approvals so as to permit Purchaser to be present during any discussion or meetings where Purchaser’s foreign subsidiaries/related entities, insurance providers and/or Canadian authorities may receive from or discuss with Contractor export-controlled technical data. Contractor shall provide the parties to such export licenses and agreements copies of the export licenses and agreements, including any U.S. Government provisos...
Sample 1Sample 2See All (5)
Licenses and Other Approvals. Boeing shall, at its own expense, obtain, maintain and cause its U.S. subcontractors to obtain and maintain all U.S. government approvals, permits and licenses as may be required for the performance of the Work, including, but not limited to, all authorizations required for the export of any Deliverable Item, or any part thereof, as well as any agreements and other approvals of the U.S. government that are required for Customer and “foreign person” personnel (as defined under the ITAR) and/or representatives of Customer (including, but not limited to, foreign subsidiaries and agents, consultants, and subcontractors of Customer involved with the procurement), to have access to Boeing facilities, hardware, software, Deliverable Item, Training, other technical information, or technical services in connection with the performance of this Contract. Boeing shall also maintain and obtain licenses for customer’s insurance providers in connection with the placement or renewal of any Launch and In Orbit Insurance Policy. Both Boeing and the Customer shall perform their roles in accordance with all applicable laws, government rules, regulations and ordinances of the U.S. government in connection with such permits and licenses. In addition, Boeing shall provide reasonable support to Customer in obtaining and maintaining any necessary legal and regulatory approvals, permits, and licenses for the performance of Customer’s obligations hereunder. The Deliverable Data and hardware furnished under this Contract are subject to the ITAR or the U.S. Export Administration Regulations (the “EAR”). Customer shall provide written notification to Boeing as early as practicable as to the identity/nationality/citizenship (including dual or third country nationality/citizenship status, if any) of “foreign person” employees, contract employees and consultant(s) and any subsequent changes, if any, if such personnel, representatives, or insurance providers will or may have access to U.S. export-controlled items or services under this Contract, as identified in Exhibit I (Non U.S. Customer Employees, Including Employees with Dual and Third Country Nationalities). It is recognized that certain U.S. government approvals may require that Customer sign export authorization(s) and/or Customer Employees may have to sign individual non-disclosure agreement before Customer permits such employees and consultant(s) have access to Work pursuant to the provisions of Article 15 (Work-in-Progress at Bo...
Sample 1Sample 2Sample 3See All (4)
Licenses and Other Approvals. Contractor shall apply for and, once issued, maintain U.S. Government export licenses, agreements and other approvals that are required for Foreign Person personnel and/or representatives of Purchaser to have access to Contractor facilities, and/or obtain Controlled Items in connection with the performance of this Contract. As early as practicable, and in no event later than fifteen (15) days after EDC, Purchaser shall provide Contractor with a list of countries (if other than the United States of America) of which Foreign Person personnel and/or representatives of Purchaser are citizens or nationals, if such personnel and/or representatives will or may have access to Contractor’s facilities and/or Controlled Items under this Contract. Both Parties shall provide the cooperation and support necessary for the other Party to apply for and maintain such required U.S. export licenses, agreements and other approvals, and shall promptly notify the other of any occurrence or change in circumstances of which it becomes aware that is relevant to or affects such export licenses, agreements and approvals. Contractor shall include Purchaser (and related entities involved with the procurement) as a named party in any application to the U.S. Government for approval of such export licenses, agreements and other approvals so as to permit Purchaser to be present during any discussion with or meetings where Purchaser’s foreign subsidiaries/related entities, or insurance providers, may receive from, or discuss with, Contractor any export-controlled items and/or services. Contractor shall provide the parties to such export licenses, agreements and other approvals copies of the export licenses, agreements and other approvals, including provision of details of any U.S. Government provisos related to same. In no event shall Contractor be obligated under this Contract to provide access to Contractor or subcontractor facilities; provide access to or furnish Controlled Items to any person except in compliance with applicable Export Control Laws, as construed by Contractor.
Sample 1Sample 2
Licenses and Other Approvals. Contractor shall use reasonable efforts to obtain and maintain all applicable approvals, permits, and licenses as may be required by any government, foreign or domestic, for the performance of the Work including but not limited to all authorizations required for the import or export of any Deliverable Item, or any part thereof, (including delivery of the Satellite and Launch support equipment that is Contractor’s obligation to provide hereunder to the Launch Site and any agreements and other approvals necessary to perform Integration Activities and Launch Support Services, as well as any agreements controlled items and/or services. Contractor shall provide the parties to such export licenses and agreements copies of the export licenses and agreements, including any U.S. Government approvals and provisos related to same. NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT, IN NO EVENT SHALL EITHER PARTY BE OBLIGATED UNDER THIS CONTRACT TO PROVIDE ACCESS TO ITS OR ITS SUBCONTRACTOR FACILITIES, PROVIDE ACCESS TO OR FURNISH HARDWARE, SOFTWARE, DELIVERABLE DATA OR OTHER TECHNICAL INFORMATION, OR PROVIDE TECHNICAL/DEFENSE SERVICES OR TRAINING, TO ANY PERSON EXCEPT IN COMPLIANCE WITH ALL APPLICABLE U.S. LAWS, REGULATIONS, POLICIES AND LICENSE CONDITIONS.
Sample 1Sample 2
Licenses and Other Approvals. Contractor shall, on a best efforts basis, obtain and maintain necessary applicable approvals, permits, and licenses as may be required by any government, foreign or domestic, for the performance of its obligations under this Contract, including but not limited to all authorizations required for the export of any Deliverable Item, or any part thereof. Purchaser shall, on a best efforts basis, obtain on a timely basis and maintain necessary applicable approvals, permits, and licenses as may be required by any government, foreign or domestic, for the performance of its obligations under this Contract, including but not limited to all authorizations required for the import to the U.S. of any Ground Deliverables, delivery of the Secondary Payload and the Purchaser Furnished Items under this Contract.
Sample 1Sample 2
Licenses and Other Approvals. Seller shall timely apply for and, once issued, use its commercially reasonable efforts to maintain any required government export licenses, agreements and other approvals that are required for Buyer and any “foreign person” (defined below) personnel and/or representatives of Buyer’s Customer (including, but not limited to, foreign subsidiaries and related entities of Customer involved with the procurement) as well as Buyer’s Customer’s insurance providers, to have access to Seller facilities, hardware, software, Deliverable Data, Training, other technical information or technical services in connection with the performance of this Contract. A “foreign person” shall be as defined for US Export purposes under the ITAR and EAR regulations. As early as practicable, Buyer shall provide Seller with a list of countries of which “foreign person” personnel and/or representatives of Buyer (including, but not limited to foreign subsidiaries and related entities of Buyer and Buyer’s Customer involved with the procurement) as well as Buyer’s Customer’s potential insurance providers, if such personnel, representatives, insurance providers will or may have access to export-controlled items or services under this Contract. In addition, for any foreign person with a nationality (including any dual nationalities) in a country other than a member country of the North Atlantic Treaty Organization (“NATO”) the European Union (EU) or Australia, Japan, New Zealand or Switzerland that Buyer wishes to have access to technical data, services or facilities, Buyer shall provide such person’s resume, place of birth, identification of all countries of which such person is a national and the face page of such person’s passport. Buyer shall provide such reasonable cooperation and support as necessary for Seller to apply for and maintain such required export licenses, agreements and other approvals, and shall promptly notify Seller of any occurrence or change in circumstances of which it becomes aware that is relevant to or affects such export licenses, agreements and approvals. At Buyer’s request, Seller shall include Buyer (and related entities involved with the procurement) as a named party in any application to the relevant government for approval of such export licenses, agreements and other approvals so as to permit Buyer to be present during any discussion with or meetings where Buyer’s foreign subsidiaries/related entities, or insurance providers, may receive from, or discuss wit...
Sample 1
AutoNDA by SimpleDocs
Licenses and Other Approvals. Contractor shall use reasonable efforts to obtain and maintain all applicable approvals, permits, and licenses as may be required by any government, foreign or domestic, for the performance of the Work including but not limited to all authorizations required for the import or export of any Deliverable Item, or any part thereof, including but not limited to Delivery of the Satellite and Launch Support equipment that is Contractor’s obligation to provide hereunder to *** and transferring title to the Satellite to Purchaser and any agreements and other approvals necessary to perform Launch Vehicle integration activities, Launch Support Services and Mission Operations Support Services, as well as any agreements and other approvals of the U.S. Government that are required for Purchaser, Purchaser Associates and Purchaser’s Affiliates and “foreign person” personnel and/or representatives of Purchaser and its Affiliates (including, but not limited to, foreign subsidiaries and related entities of Purchaser involved with the procurement) as well as Purchaser’s and its Affiliates’ insurance providers, to have access to Contractor facilities, hardware, software, Deliverable Data, Training Services, other technical information or technical services in connection with the performance of this Contract, and shall promptly notify Purchaser of any occurrence or change in circumstances of which it becomes aware that is relevant to or affects such export licenses, agreements and approval. In addition, Contractor shall provide reasonable support to Purchaser and each Purchaser Affiliate in obtaining any necessary approvals, permits, and licenses for the performance of Purchaser’s obligations hereunder and any other approvals, permits and licenses Purchaser and/or a Purchaser Affiliate pursues associated with the Satellite and/or any services provided using the Satellite, as well as support all reasonable regulatory efforts of the Purchaser. A “foreign person” shall be as defined in the U.S. International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. §120.16 or as defined under the Export Administration Regulations (“EAR”), 22 C.F.R. Parts 730-774, whichever is applicable. Purchaser (on behalf of itself and Affiliates) shall provide such reasonable cooperation and support as necessary for Contractor to apply for and maintain such required U.S. export licenses, agreements and other approvals, and shall promptly notify Contractor of any occurrence or change in circumstances of...
Sample 1
Licenses and Other Approvals. Holdings, the Borrower and each of its Subsidiaries have all power and authority, and have all permits, licenses, accreditations, certifications, authorizations, approvals, consents, notifications, certifications, registrations, exemptions, variances, qualifications and other rights, privileges and approvals required under applicable laws, to which any Obligor is subject, of all Governmental Authorities and other Persons necessary or required for it (a) to own the assets that it now owns, (b) to carry on its business as now conducted, and (c) to execute, deliver and perform the Loan Documents to which it is a party, except, in the case of the foregoing clauses (a) and (b), where the failure to obtain such permits, licenses, accreditations, certifications, authorizations, approvals, consents and agreements would not reasonably be expected to have a Material Adverse Effect.
Sample 1

Related to Licenses and Other Approvals

  • Regulatory and Other Approvals (a) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, the Company will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of the Company or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Holders shall cooperate with the Company as it may reasonably request in connection with the Company's satisfaction of its obligations under this paragraph (a). (b) Subject to the terms and conditions of this Agreement and without limiting the provisions of Annex C, each Holder will proceed diligently and in good faith to, as promptly as practicable, (i) obtain all consents, approvals or actions of, make all filings with and give all notices to Governmental or Regulatory Authorities (including state securities commissions) or any other public or private third parties required of such Holder or any of its Subsidiaries to consummate the Offer and the other matters contemplated hereby, and (ii) provide such other information and communications to such Governmental or Regulatory Authorities or other public or private third parties as the other party or such Governmental or Regulatory Authorities or other public or private third parties may reasonably request in connection therewith. The Company shall cooperate with each Holder as it may reasonably request in connection with such Holder's satisfaction of its obligations under this paragraph (b).

  • Governmental and Other Approvals Apply for, obtain and/or maintain in effect, as applicable, all authorizations, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations (whether with any court, governmental agency, regulatory authority, securities exchange or otherwise) which are necessary or reasonably requested by Agent in connection with the execution, delivery and performance by any Credit Party of, as applicable, this Agreement, the other Loan Documents, the Subordinated Debt Documents, or any other documents or instruments to be executed and/or delivered by any Credit Party, as applicable in connection therewith or herewith, except where the failure to so apply for, obtain or maintain could not reasonably be expected to have a Material Adverse Effect.

  • Regulatory and Other Authorizations; Consents (a) Subject to the other provisions of this Agreement, each party hereto shall each use its reasonable best efforts to perform its obligations under this Agreement and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain all consents required under this Agreement and all regulatory approvals and to satisfy all conditions to its obligations under this Agreement and to cause the transactions contemplated hereby to be effected as soon as practicable, but in any event on or prior to the End Date, in accordance with the terms of this Agreement and shall cooperate fully with each other party hereto and their Representatives in connection with any step required to be taken as a part of its obligations under this Agreement. (b) Each party to this Agreement agrees to cooperate in obtaining any consents and approvals that may be required in connection with the transactions contemplated by this Agreement and the Companion Agreements; provided, however, that neither the Buyer nor the Sellers shall be required to compensate any Person, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Person to obtain any such consent or approval. Neither the Sellers nor the Buyer shall take any action that they should be reasonably aware would have the effect of delaying, impairing or impeding the receipt of any required consents or approvals. (c) Each party hereto promptly shall make all filings and submissions required of such party and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Authority with jurisdiction over the transactions contemplated hereby. Each party hereto shall use its reasonable best efforts to furnish to the appropriate Governmental Authority all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. The Buyer and the Sellers shall make their respective HSR Act filings at such time as mutually agreed, if applicable. Each of the parties hereto shall cooperate with the other parties hereto in promptly filing any other necessary applications, reports or other documents with any Governmental Authority having jurisdiction with respect to this Agreement and the transactions contemplated hereby, and in seeking necessary consultation with and prompt favorable action by such Governmental Authority, including the resolution of any objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement and the Companion Agreements under any applicable Law regarding antitrust matters. (d) Notwithstanding anything in this Agreement to the contrary, the Buyer acknowledges on behalf of itself and its Affiliates and its and their directors, officers, employees, Affiliates, agents, representatives, successors and assigns that the operation of the Business shall remain in the dominion and control of the Sellers until the Closing and that none of the foregoing Persons will provide, directly or indirectly, any directions, orders, advice, aid, assistance or information to any director, officer or employee of any of the Sellers with respect to the operation of the Business, except as specifically contemplated or permitted by this Article V or as otherwise consented to in advance by an executive officer of a Seller. (e) Notwithstanding anything in this Section 5.05 to the contrary, neither the Buyer nor any of its Subsidiaries shall be required to take any action, including responding to and/or defending any court or administrative proceeding, proposing or making any divestiture or other undertaking, or proposing or entering into any consent decree or taking any action which the Buyer reasonably determines could be material to the benefits expected to be derived by the Buyer as a result of the transactions contemplated hereby or be material to the business of the Buyer and its Subsidiaries or the Business as currently conducted or as contemplated to be conducted following the transactions contemplated hereby.

  • Governmental and Other Consents No consent, approval or authorization of, or declaration or filing with, any governmental authority or other person is required on the part of Buyer in connection with the execution, delivery and performance of this Agreement by it or the consummation of the transactions contemplated hereby.

  • VERIFICATION OF LICENSES, CREDENTIALS AND OTHER DOCUMENTS CONTRACTOR shall submit to LEA a staff list, and copies of all current licenses, credentials, certifications, permits and/or other documents which entitle the holder to provide special education and/or related services by individuals employed, contracted, and/or otherwise hired or sub-contracted by CONTRACTOR. CONTRACTOR shall ensure that all licenses, credentials, permits or other documents are on file at the office of the County Superintendent of Schools. CONTRACTOR shall provide the LEA with the verified dates of fingerprint clearance, Department of Justice clearance and Tuberculosis Test clearance for all employees, approved subcontractors and/or volunteers prior to such individuals starting to work with any student. CONTRACTOR shall monitor the status of licenses, credentials, certifications, permits and/or other documents for all individuals employed, contracted, and/or otherwise hired by CONTRACTOR. CONTRACTOR shall notify LEA and CDE in writing within forty-five (45) days when personnel changes occur which may affect the provision of special education and/or related services to LEA students. CONTRACTOR shall notify LEA within forty-five (45) days if any such licenses, certifications or waivers are expired, suspended, revoked, rescinded, challenged pursuant to an administrative or legal complaint or lawsuit, or otherwise nullified during the effective period of this Master Contract. The LEA shall not be obligated to pay for any services provided by a person whose such licenses, certifications or waivers are expired, suspended, revoked, rescinded, or otherwise nullified during the period which such person is providing services under this Master Contract. Failure to notify the LEA and CDE of any changes in credentialing/licensed staff may result in suspension or revocation of CDE certification and/or suspension or termination of this Master Contract by the LEA.

  • Regulatory and Other Authorizations; Notices and Consents (a) Subject to clause (c) of this Section 6.5, each of the parties shall use all reasonable efforts to (i) obtain all permits, authorizations, consents, orders and approvals of all Government Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement, including those consents set forth in the Company Disclosure Schedule; (ii) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to this Agreement to consummate the transactions contemplated by this Agreement; and (iii) fulfill all conditions to the such party’s obligations under this Agreement. Each party to this Agreement shall cooperate fully with the other party in promptly seeking to obtain all such permits, authorizations, consents, orders and approvals, giving such notice and making such filings. (b) Each party agrees to make an appropriate filing pursuant to the HSR Act with respect to the transactions contemplated by this Agreement within five (5) Business Days of the date of this Agreement (including a request for early termination of the applicable waiting period under the HSR Act), shall supply promptly any additional information and documentary material that may be requested by any Governmental Authority and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant thereto. Buyer shall have no obligations to divest any of its businesses or assets or to engage in litigation in order to secure approval under the HSR Act. (c) Each party hereto shall be responsible for the payment of its expenses, including legal fees and expenses, in substantially complying with any formal request for additional information or documentary material from any Governmental Authority. Buyer shall pay all filing fees required under the HSR Act. (d) Each of Buyer and the Merger Sub, on the one hand, and the Company on the other hand, shall, in connection with the efforts referenced in Section 6.5(a) to obtain all requisite permits, authorizations, consents, orders and approvals for the transactions contemplated by this Agreement, use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party reasonably informed of the status of matters related to the transactions contemplated by this Agreement, including furnishing the other with any written notices or other communications received by such party from, or given by such party to, any Governmental Authority and (iii) permit the other party to review any communications given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority; provided that nothing will prevent a party from responding to or complying with a subpoena or other legal process required by Law or submitting factual information in response to a request therefor.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Other Approvals All regulatory approvals required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired (all such approvals and the expiration of all such waiting periods being referred to herein as the "Requisite Regulatory Approvals").

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!