List of Contracts. The information set forth in the List of Contracts is true, complete and correct in all material respects as of the Cutoff Date.
List of Contracts. The information set forth in the applicable List of Contracts is true and correct as of its date.
List of Contracts. The information set forth in the Schedule of Contracts (as the same may be amended or deemed amended in respect of a conveyance of Substitute Contracts on a Substitution Transfer Date) is true, complete and correct as of the Closing Date (or Substitution Transfer Date, as applicable).
List of Contracts. Part 2.11(a) of the Disclosure Schedule accurately identifies:
(i) (A) each Acquired Company Contract relating to the employment of, or the performance of services by, any Acquired Company Employee (provided, however that Part 2.11(a)(i) will not identify “at-will” employment agreements on the form made available to Parent that do not require providing prior notice to the Acquired Company Employee prior to termination or any payment of severance in connection with termination, provided further that such agreements will constitute “Material Contract”); (B) any Acquired Company Contract pursuant to which any of the Acquired Companies is or may become obligated to make any severance, termination or similar payment to any Acquired Company Employee (other than post-termination benefits continuation coverage required by law); and (C) any Acquired Company Contract pursuant to which any of the Acquired Companies is or may become obligated to make any bonus or similar payment (other than payment in respect of salary) to any Acquired Company Employee;
(ii) each Acquired Company Contract which provides for indemnification of any officer, director, employee or agent;
(iii) each Acquired Company Contract relating to the voting or registration rights, or rights of first refusal or any other rights or obligations of a stockholder of any of the Acquired Companies;
(iv) each Acquired Company Contract relating to the merger, consolidation, reorganization or any similar transaction with respect to any of the Acquired Companies, including the acquisition, sale, spin off or outsourcing of any Subsidiary or business unit or operation of any of the Acquired Companies;
(v) each Acquired Company Contract relating to the acquisition, transfer, sharing, or development of any Intellectual Property or Intellectual Property Right (including any joint development agreement, technical collaboration agreement or similar agreement entered into by any of the Acquired Companies) other than those disclosed under Section 2.11(a)(vi), Permitted Inbound Non-Exclusive Licenses or Permitted Outbound Non-Exclusive Licenses;
(vi) each Acquired Company Contract relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property Right to or from any of the Acquired Companies (other than: (A) Permitted Inbound Non-Exclusive Licenses; and (B) Permitted Outbound Non-Exclusive Licenses);
(vii) each Acquired Company Contract relating to the hosting of any ...
List of Contracts. The information set forth in the List of Contracts (or Subsequent List of Contracts, in the case of Subsequent Contracts) is true, complete and correct as of the Initial Cutoff Date or applicable Subsequent Cutoff Date, as the case may be.
List of Contracts. Part 2.11(a) of the Disclosure Schedule identifies:
(i) (A) each Company Employee Agreement, (B) any Company Contract pursuant to which the Company is or may become obligated to make any Change of Control Payment or other severance, termination or similar payment to any Company Employee, and (C) any Company Contract pursuant to which the Company is or may become obligated to make any bonus or similar payment (other than payment in respect of salary) to any Company Employee;
(ii) each Company Contract which provides for indemnification of any officer, director, employee, or agent of the Company, other than any such Company Contract with any Company Reseller;
(iii) each Company Contract relating to the voting and any other rights or obligations of a stockholder of the Company;
(iv) each Company Contract relating to any merger, consolidation, reorganization or any similar transaction with respect to the Company;
(v) each Company Contract relating to the acquisition, transfer, development or sharing of any Technology or Intellectual Property Right (including any joint development agreement, technical collaboration agreement or similar agreement entered into by the Company), other than any such Company Contract with any Company Reseller, Company Customer or Company Vendor;
(vi) each Company In-License and Company Out-License;
(vii) each Company Contract related to the hosting, operation or maintenance of any Company Product, other than any such Company Contract with any Company Reseller, Company Customer or Company Vendor;
(viii) each Company Contract relating to the acquisition, sale, spin-off or outsourcing of any business unit or assets of the Company, other than any such Company Contract with any Company Reseller or Company Customer;
(ix) each Company Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities, other than any such Company Contract with any Company Reseller;
(x) each Company Contract imposing any restriction on the Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (C) to develop, distribute or make available any Technology or Intellectual Property Rights;
(xi) each Company Contract: (A) granting exclusive rights to license, market, sell...
List of Contracts. Except as set forth on Schedule 3.11, the Company is not a party to, nor is any of its properties or assets subject to or otherwise bound by, any:
(a) Contract with any present or former partner, director, officer or employee, agent or consultant;
(b) Collective bargaining agreement (or any side agreement, local understanding or settlement agreement relating to any such collective bargaining agreement) or any agreement or contract with any labor union or other employees' association;
(c) Lease or similar agreements regarding any real property, or personal property, involving annualized payments or potential payments by or to the Company are nothing now or in the future.
(d) Any contract for the future purchase of commodities, materials, inventory, ingredients, supplies, products, merchandise, services or equipment;
(e) Bonus, pension, profit-sharing, retirement or any hospitalization, or insurance or similar plan or practice, formal or informal, in effect with respect to employees of the Company or any other person or entity;
(f) Franchise, dealer, distribution, sales or agency contract or commitment;
(g) Any other outstanding contract of sale, or any distribution agreement, representative or sales agency agreement, creating any obligation of Company to sell or distribute products;
(h) Guarantees or indemnities, direct or indirect, current or contingent, of the obligations of customers of the Company or any other person or entity;
(i) Contracts with suppliers, vendors, distributors, clients, customers or others for the future performance of services or provision of goods by or for Company;
(j) Insurance policy;
(k) Advertising contract or commitment;
(l) Bank account, lock box or similar depository arrangements;
(m) Any license or franchise agreement (as licensor/franchisor or licensee/franchisee);
(n) Any real estate mortgage, loan or credit agreement with any lender, any indenture, pledge, conditional sale or title retention agreement, equipment obligation or lease, or lease purchase agreement;
(o) Any agreement restricting the freedom of the Company or of its employees, to compete in any line of business, in any geographic area or with any person or entity.
(p) Any other material contracts affecting the Company.
(q) Any contract of the Company to which the United States government or any agency thereof is a party. All the contracts and commitments listed in said Schedule 3.11 are valid and binding obligations of the Company and of the other parties ther...
List of Contracts. Part 2.11(a) of the Disclosure Schedule accurately identifies each material Company Contract and each of the following Contracts, in each case to the extent such Contract is in effect as of the date of the Agreement or as of the Closing Date (the material Company Contracts and the Company Contracts in the categories listed below are referred to hereinafter collectively as “Material Contracts”):
(i) (A) each Company Contract relating to the employment of, or the performance of services by, any Company Employee; (B) any Company Contract pursuant to which the Company is or may become contractually obligated to make any severance, termination or similar payment to any Company Employee; and (C) any Company Contract pursuant to which the Company is or may become contractually obligated to make any bonus or similar payment (other than payment in respect of salary) to any Company Employee, in each case excluding any Company Contract that is terminable “at will” without any payment of severance, prior notice or similar payments;
(ii) each Company Contract which provides for indemnification of any officer, director, employee or agent;
(iii) each Company Contract relating to the voting and any other rights or obligations of a stockholder of the Company;
(iv) each Company Contract relating to the merger, consolidation or reorganization of, or any similar transaction with respect to, the Company since November 9, 2001;
(v) each Company Contract relating to the acquisition, transfer, development or sharing of any technology, Intellectual Property or Intellectual Property Right (including any joint development agreement, technical collaboration agreement or similar agreement entered into by the Company);
(vi) except as set forth in Schedule 2.11 (a)(vi), each Company Contract relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property Right to or from the Company (except for: (A) off-the-shelf license that is not incorporated in the products of the Company and is obtainable free of charge or for annual fee of less than $10,000; and (B) Company Contracts that provide solely for standard non-disclosure obligations).
(vii) each Company Contract relating to the acquisition, sale or spin-off of any Subsidiary or business unit or operation of the Company entered into following November 9, 2001;
(viii) each Company Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, los...
List of Contracts. Except for the contracts, commitments, plans, agreements and licenses described in the Financial Statement, and except for items involving less than twenty-five thousand dollars ($25,000), the Company is not a party to, nor is any of its properties or assets subject to or otherwise bound by, any:
(a) Contract with any present or former Stockholder, director, officer or employee, agent or consultant;
(b) Collective bargaining agreement (or any side agreement, local understanding or settlement agreement relating to any such collective bargaining agreement) or any agreement or contract with any labor union or other employees' association;
(c) Lease or similar agreement regarding any real property or personal property involving annualized payments or potential payments by or to the Company of at least twenty-five thousand dollars ($25,000);
(d) Any contract involving more than twenty-five thousand dollars ($25,000) for the future purchase of commodities, materials, inventory, ingredients, supplies, products, merchandise, services or equipment;
(e) Bonus, pension, profit-sharing, retirement or any hospitalization, or insurance or similar plan or practice, formal or informal, in effect with respect to employees of the Company or any other person or entity;
(f) Franchise, dealer, distribution, sales or agency contract or commitment;
(g) Any other outstanding contract of sale or any distribution agreement, representative or sales agency agreement, creating any obligation of Company to sell or distribute products in each case involving more than twenty-five thousand dollars ($25,000);
(h) Guarantees or indemnities, direct or indirect, current or contingent, of the obligations of customers of the Company or any other person or entity;
(i) Contracts with suppliers, vendors, distributors, clients, customers or others for the future performance of services or provision of goods by or for Company involving more than twenty-five thousand dollars ($25,000) which are not terminable by the Company on less than sixty (60) days prior notice without penalty;
(j) Insurance policy;
(k) Advertising contract or commitment involving more than twenty-five thousand dollars ($25,000);
(l) Bank account, lock box or similar depository arrangements;
(m) Any real estate mortgage, loan or credit agreement with any lender, any indenture, pledge, conditional sale or title retention agreement, equipment obligation or lease, or lease purchase agreement in each case that involves more than twen...
List of Contracts. No. Description agreement Date Parties Change of Control as result of Kairos Remarks Outstanding items Strategic Partnerships/Licenses
