List of Material Agreements. Attached to this Agreement as Schedule 3.11 is a complete list of all agreements, contracts, leases, licenses, instruments and commitments (oral or written) to which the Company is a party or is bound that, individually or in the aggregate, are material to the business, properties, financial condition, results of operation, affairs or prospects of the Company ("Material Agreements"); provided that for purposes of this Section 3.11 only, no agreement under which the only remaining obligation of the Company is to make a payment of money in the amount of $5,000 or less will be deemed to be material to its business, properties, financial condition or results of operations if the failure to make such payment will not result in the loss by the Company of any rights that are material to the conduct of its business.
List of Material Agreements. The Company and Sellers have disclosed a complete list of all agreements, contracts, leases, licenses, instruments and commitments (oral or written) to which the Company is a party or is bound that, individually or in the aggregate, are material to the business, properties, financial condition, results of operation, affairs or prospects of the Company (the “Material Agreements”) to Buyer’s management.
List of Material Agreements. (a) Except for this Agreement and the Contracts specifically identified in Schedule 2.16 of the Company Disclosure Schedule, neither the Company nor any Subsidiary is a party to or bound by any of the following Contracts (each a “Material Contract”):
(i) any distributor, original equipment manufacturer, reseller, value added reseller, sales, advertising, agency or manufacturer’s representative Contract pursuant to which any Person has a right to market, resell or distribute any Company Product;
(ii) any continuing Contract for the purchase, sale or license of materials, supplies, equipment, services, software, Intellectual Property or other assets involving in the case of any such Contract more than $25,000 annually;
(iii) any Contract that expires or may be renewed at the option of any Person other than the Company or any Subsidiary so as to expire more than one year after the date of this Agreement, other than a Contract which is terminable for any reason by the Company or any Subsidiary within one year after the date of this Agreement;
(iv) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP or Taiwan GAAP;
(v) any Contract for capital expenditures in excess of $50,000 in the aggregate;
(vi) any Contract limiting the freedom of the Company or any Subsidiary to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Company-Owned IP Rights, or any Contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar rights and/or terms to any Person, or any Contract otherwise limiting the right of the Company or any Subsidiary to sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts, subassemblies or services;
(vii) any Contract pursuant to which the Company or any Subsidiary is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving in excess of $25,000 per annum;
(viii) any Contract (A) with any of its officers, directors, employees or stockholders or any member of their immediate families (B) with any Person w...
List of Material Agreements. (a) Except for this Agreement and the Contracts specifically identified in Section 2.16 of the Company Disclosure Schedule, neither the Company nor any Subsidiary is a party to or bound by any of the following Contracts (each, as amended, a “Material Contract”) as of the Agreement Date solely for purposes of this Section 2.16 (all other references to Material Contracts in this Agreement shall be as of the Agreement Date and the Closing Date):
(i) any distributor, original equipment manufacturer, reseller, value added reseller, sales, advertising, agency or manufacturer’s representative Contract pursuant to which any Person has a right to market, resell or distribute any Company Product involving in the case of any such Contract revenue in excess of $50,000 in the twelve month period ended December 31, 2017;
(ii) any continuing Contract for the purchase, sale or license of materials, supplies, equipment, services, software, Intellectual Property or other assets involving in the case of any such Contract (A) with respect to purchases by the Company, such Contract involved expenditures of more than $150,000 during the twelve month period ended December 31, 2017 and (B) with respect to sales or licenses by the Company, in excess of $50,000 in annualized run rate with respect to any such Contract as of the twelve month period ended December 31, 2017 (“Material Customers”); provided, that Section 2.16(a)(ii)(B) of the Company Disclosure Schedule need only list each Material Contract with a Material Customer to the extent such Material Contract (x) is terminable for convenience by such Material Customer with a right for the customer to receive a refund, or (y) does not limit the Company or its Subsidiaries liability in the event of a data breach;
(iii) any Contract that expires or may be renewed at the option of any Person other than the Company or any Subsidiary so as to expire more than one year after the date of this Agreement that pursuant to its terms would require expenditures by the Company or its Subsidiaries more than $50,000 during such renewal period, other than a Contract which is terminable for any reason by the Company or any Subsidiary within one year after the date of this Agreement;
(iv) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP;...
List of Material Agreements. Attached to this Agreement as EXHIBIT I is a complete list of all agreements, contracts, leases, licenses, instruments and commitments (oral or written) to which Chaparral is a party or is bound that, individually or in the aggregate, are material to the business, properties, financial condition, results of operation, affairs or prospects of Chaparral ("MATERIAL AGREEMENTS"); provided that for purposes of this Section 4.13 only, no agreement under which the only remaining obligation of Chaparral is to make a payment of money in the amount of $10,000 or less will be deemed to be material to its business, properties, financial condition or results of operations if the failure to make such payment will not result in the loss by Chaparral of any rights that are material to the conduct of its business.
List of Material Agreements. A. Master Software License and Distribution Agreements Strategic Marketing Information, Inc., dated April 14, 1994 Beth xxx Jeroxx Xxxt, dated December 1, 1994
B. United Western Medical Center, Software Development Agreement dated April 6, 1994
C. Multimedia Systems Integration, Inc., Licensed Software and Software Maintenance Agreement
List of Material Agreements. 1. The following Schedule 2.9 is a list of all material agreements to which the Company is a party. SCHEDULE 2.9 LIST OF MATERIAL AGREEMENTS /1/ ---------------------------
A. AGREEMENTS REGARDING ORGOTEIN -----------------------------
1. License Agreement, between the Company and Grunenthal GmbH ("Grunenthal"), dated February 17, 1982, as amended.
2. Basic Supply Agreement, between the Company and Grunenthal, dated February 12, 1985, as amended.
3. Agreement, between the Company and Grunenthal, dated January 1, 1987, as amended.
4. Letter Agreement, between the Company and Grunenthal, dated January 30, 1990.
5. License Agreement, between the Company and Zambeletti S.p.a. (now known as SmithKline Xxxxxxx), executed May 20, 1983 and June 1, 1983, as amended. ----------------- /1/ Many of the agreements of the Company with respect to licensing and distribution of Orgotein have been amended or modified from time to time both by formal amendments to the agreements as well as by letter agreements and written and verbal understandings.
6. License Agreement, between the Company and Zambeletti Espana (now known as Tedec Meiji Farma), executed August 15, 1983 and September 1, 1983, as amended.
7. Agreement, between the Company and Grunenthal, dated January 1, 1987, as amended.
8. Manufacturing and Supply Agreement, between the Company and Diosynth B.V. ("Diosynth"), dated as of July 12, 1985, as amended.
9. Letter Agreement, between the Company and Diosynth, dated as of December 9, 1988, as amended.
10. Letter Agreement, between the Company and Diosynth, dated January 1, 1989, as amended.
11. Letter Agreement, between the Company and Diosynth, dated December 23, 1991.
12. Agreement, between the Company and Diosynth, dated January 1, 1993.
13. Letter Agreement, between the Company and Diosynth, dated February 22, 1993.
14. Agreement between the Company and TSI Redfield Laboratories, Inc., dated March 2, 1994.
15. Notice from Diosynth to the Company, dated March 4, 1993, and accepted (by counter-signature) by the Company.
16. Amended and Restated Research and Development Agreement, between the Company and Allelix, Inc., dated February 9, 1988, as amended by Addendum No. 1 dated March 10, 1989.
17. Agreement, between the Company and Sterling Drug, Inc. (now Sterling Winthrop, Inc.), dated January 1, 1990.
18. Agreement, between the Company and Sterling Drug, Inc. (now Sterling Winthrop, Inc.), dated September 16, 1992.
19. Letter Agreement, between the Company and Ste...
List of Material Agreements. Schedule 7.3.6.2 includes correct and complete lists of all of the Material Agreements other than Material Agreements which have already been fully performed by all parties thereto, and correctly state for each Material Agreement the category of Section above which it pertains to, the type of agreement, parties, date, and taking into consideration any ancillary agreements, amendments, side letters, waivers and similar documents. Copies of all Material Agreements set forth on Schedule 7.3.6.2 have been provided to Purchaser.
List of Material Agreements. The amendments to the following agreements shall require the affirmative vote of JKTC or the Director appointed by JKTC at the Company or TECAR SPC, as applicable, only to the extent that such amendments are voluntary and cause or will cause, as determined at the time the relevant amendment is made, a Material Adverse Effect:
List of Material Agreements. Item 2.11(a) of the Company Disclosure Letter (which may, to the extent appropriate, incorporate by reference EXHIBIT F to the Series A Preferred Stock Purchase Agreement dated as of October 15, 1999 between Company and HNC (the "PURCHASE AGREEMENT")) sets forth a complete list of all agreements, contracts, leases, licenses, instruments and commitments (oral or written) to which Company is a party or is bound that, individually or in the aggregate, are material to the business, properties, financial condition, results of operation, affairs or prospects of Company (collectively, "MATERIAL AGREEMENTS" and each individually a "MATERIAL AGREEMENT"). The Material Agreements include (i) all agreements regarding any shares of capital stock, options, warrants or other securities of Company or any rights with respect thereto and (ii) all inbound licenses (other than inbound licenses for off-the-shelf items, none which licenses includes terms that adversely affect Company's ownership or use of its intellectual property), and outbound licenses, to which Company is a party or which affects Company's Proprietary Assets or other assets. Company has provided HNC with a true and complete copy of each Material Agreement.
