List of Material Contracts. Section 3.13(a) of the Company Disclosure Letter contains a true, correct and complete list of all Material Contracts, as in effect as of the date of this Agreement, to which the Company or any of its Subsidiaries is a party.
List of Material Contracts. The WE JAC Disclosure Letter sets forth as of the date hereof a list of all material written, and a description of all oral, commitments, agreements or contracts to which WE JAC or any of its Subsidiaries is a party or by which WE JAC or any Subsidiary is obligated, other than agreements pursuant to which Precision Tune or National 60 Minute Tune has granted any franchise or similar rights with respect to the Precision Tune System or any license or similar rights with respect to any of the Precision Tune Marks, including, but not limited to, all commitments, agreements or contracts embodying or evidencing the following transactions or arrangements: (i) agreements for the employment of, or independent contractor arrangements with, any officer or other individual employee of WE JAC or any of its Subsidiaries; (ii) any consulting agreement, agency agreement and any other service agreement that will continue in force after the Closing Date with respect to the employment or retention by WE JAC or any of its Subsidiaries of consultants, agents, legal counsel, accountants or anyone else who is not an Employee; (iii) any single contract, purchase order or commitment providing for expenditures by WE JAC or any of its Subsidiaries after the date hereof of more than $25,000 or which has been entered into by WE JAC or any of its Subsidiaries otherwise than in the ordinary course of business; (iv) agreements between WE JAC or any of its Subsidiaries and suppliers to WE JAC or any of its Subsidiaries pursuant to which either WE JAC or any of its Subsidiaries is obligated to purchase or to sell or distribute the products of any other party other than current purchase orders entered into in the ordinary course of business consistent with past practices; (v) any contract containing covenants limiting the freedom of WE JAC or any of its Subsidiaries or any officer, director, or employee of WE JAC or any of its Subsidiaries to engage in any line or type of business or with any person in any geographic area; (vi) any commitment or arrangement by WE JAC or any of its Subsidiaries to participate in a strategic alliance, partnership, joint venture, limited liability company or other cooperative undertaking with any other Person; (vii) any commitments by WE JAC or any of its Subsidiaries for capital expenditures involving more than $25,000 individually or $50,000 in the aggregate; and (viii) any other contract, commitment, agreement, understanding or arrangement that the manageme...
List of Material Contracts. Section 3.13(a) of the Company Disclosure Letter contains a true, correct and complete list of all Material Contracts to or by which the Company Group is a party or is bound as of the Agreement Date (other than (i) any Material Contracts contemplated by clause (a) of the definition of “Material Contract” and (ii) any Material Contracts which have otherwise been made publicly available pursuant to the Company SEC Reports as listed in Section 3.18(a) of the Company Disclosure Letter), and, a true, correct and complete copy of each Material Contract has been made available to Parent, or has been publicly made available in the Electronic Data Gathering, Analysis, and Retrieval (XXXXX) database of the SEC.
List of Material Contracts. Set forth under Section 5.15(b) of the Seller Disclosure Schedule is a complete list of all Contracts to which Seller is a party or by which it is bound, that involve (i) obligations (contingent or otherwise) of, or payments to, Seller on or after the date hereof in excess of $25,000, where all Contracts involving the same person or entity (including persons or entities Seller has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the preceding individual minimum dollar amount; (ii) the transfer, license, use, development, or sharing of any Asset, including Seller’s Intellectual Property, to or from Seller, other than agreements with customers entered into in the ordinary course of business on a non-exclusive basis; (iii) the granting of any rights or other agreement with any specialty retailer that relates to the Acquired Business; (iv) the grant of rights to manufacture, produce, assemble, distribute, franchise, market or sell the Assets, to any other Person; (v) the restricting of or otherwise affecting Seller’s exclusive right to develop, manufacture, assemble, distribute, market, sell, or otherwise exploit its products or services (whether by territorial restriction or otherwise) or that prohibit Seller from freely engaging in any business or competing anywhere in the world; (vi) the indemnification by Seller with respect to infringements of Seller’s Intellectual Property; (vii) the creation of an Encumbrance on the Assets; (viii) entered into outside the ordinary course of business or inconsistent with Seller’s past practices; (ix) have a term of more than 60 days and which may not be terminated by Seller (without penalty) within 60 days after the delivery of a termination notice by Seller; or (x) creating or resulting in any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities (collectively, the “Material Contracts” and each, a “Material Contract”). Section 5.15(b) of the Seller Disclosure Schedule identifies each Material Contract requiring the payment or delivery of cash or other consideration or the performance of services in the future by Seller. All Contracts of Seller related to the Assets or the Acquired Business are set forth in Section 5.15(b) of the Seller Disclosure Schedule.
List of Material Contracts. Section 3.12(a) of the Disclosure Schedule contains a true, correct and complete list of all Material Contracts, as in effect as of the date of this Agreement, to which the Company or any of its Subsidiaries is a party or is bound and a true, correct and complete copy of each Material Contract in effect as of the date hereof has been made available to the Investor.
List of Material Contracts. Section 3.13(a) of the Company Disclosure Letter contains a true, correct and complete list of all Material Contracts, as in effect as of the date of this Agreement, to which the Company or any of its Subsidiaries is a party or by which it is bound (other than (i) any Material Contracts contemplated by clause (i) of the definition of “Material Contract” and (ii) any Material Contracts which have otherwise been made publicly available pursuant to the Company SEC Reports). The Company has made available to Parent, or publicly filed with the SEC, a true, correct and complete copy of each Material Contract as in effect as of the date of this Agreement required to be scheduled in Section 3.13(a) of the Company Disclosure Letter.
List of Material Contracts. The Miracle Industries Disclosure Letter sets forth a list of all written, and a description of all oral, commitments, agreements or contracts to which Miracle Industries or Hydro-Spray or Indy Ventures is a party or by which Miracle Industries or Hydro-Spray or Indy Ventures is obligated, including, but not limited to, all commitments, agreements or contracts embodying or evidencing the following transactions or arrangements: (i) agreements for the employment of, or independent contractor arrangements with, any officer or other individual employee of Miracle Industries or Hydro-Spray or Indy Ventures; (ii) any consulting agreement, agency agreement and any other service agreement that will continue in force after the Closing Date with respect to the employment or retention by Miracle Industries or Hydro-Spray or Indy Ventures of consultants, agents, legal counsel, accountants or anyone else who is not an Employee; (iii) any single A-47
List of Material Contracts. (a) Schedule 4.11 sets forth a true and complete list of all:
(i) commitments and agreements for the purchase of any materials, supplies or services that involve an expenditure by the Company or Rexair of more than $50,000 for any one contract or series of related contracts, except for purchase orders placed in the ordinary course of business and of types and amounts consistent with past practice;
(ii) personal property leases under which the Company or Rexair is either lessor or lessee that involve annual payments or receipts of $50,000 or more;
(iii) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset) to which the Company or Rexair is a party or by which it or its properties are bound, other than (x) any such agreement with an aggregate outstanding principal amount not exceeding $10,000 or (y) any such agreement relating to indebtedness owed to Jacuzzi or any of its affiliates (other than the Company or Rexair) to be cancelled on or before the Closing Date;
(iv) agreements that (A) limit in any material respect the freedom of the Company or Rexair to engage in any line of business or to compete with any Person, or (B) that materially restricts the geographical scope of the Business anywhere in the world;
(v) confidentiality agreements or nondisclosure agreements that prohibit the disclosure of any material confidential information in the possession of the Company or Rexair (and not generally available to the public);
(vi) other than as disclosed on Schedule 4.13, agreements with any stockholder, director or officer of the Company or Rexair (or any of their respective family members or related persons) or with any employee, agent, consultant, advisor, leased employee or representative for employment or for consulting or similar services or containing any severance or termination pay obligations other than such contracts which may be terminated upon no more than ninety (90) days’ notice by, and in any case without penalty or cost to, the Company or Rexair other than for services rendered or costs incurred through the date of termination;
(vii) partnership, joint venture marketing agreements or other contracts involving a sharing of profits or losses with any other Person;
(viii) agreements granting to any Person a right to purchase any assets of the Business other than sales of inventory in the ordinary course of business;
(ix) agreements providing for the acquisition or disposition after t...
List of Material Contracts. Section 3.14(a) of the Company Disclosure Letter contains a true, correct and complete list of all Material Contracts, as in effect as of the date of this Agreement, to which the Company or any of its Subsidiaries is a party or is bound (other than any Material Contracts contemplated by clause (i) of the definition of Material Contract which have been made publicly available pursuant to the Company SEC Reports, and any Material Contracts listed in Section 3.19(a) of the Company Disclosure Letter). A true and complete copy of each Material Contract, including material amendments thereto, has been made available to Parent prior to the date hereof.
List of Material Contracts. Section 3.15(a) of the Company Disclosure Letter contains a listing of all Contracts described in clauses (i) through (xiv) below to which, as of the date of this Agreement the Company or any of the Company’s Subsidiaries is a party or by which they are bound, other than an Employee Plan. True, correct and complete copies of the Contracts listed on Section 3.15(a) of the Company Disclosure Letter have previously been delivered to or made available to Parent or its agents or representatives, together with all material amendments thereto.
(i) Any “material contract” (as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with respect to the Company Group, taken as a whole;
(ii) Any Contract with any of the Top Vendors;
(iii) Any Contract that, in the twelve-month period ended September 30, 2023, was the source of $1 million or more in revenue for the Company and its Subsidiaries, based on amounts paid or payable;
(iv) Each debenture, Contract or other evidence of Indebtedness of the Company or any of the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in excess of $1 million;
(v) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last three (3) years, in each case, involving payments in excess of $1 million other than (A) Contracts in which the applicable acquisition or disposition has been consummated and there are no liabilities of the Company or its Subsidiaries remaining or obligations of the Company or its Subsidiaries ongoing and (B) any disposition of assets by the Company or any of its Subsidiaries in the ordinary course of business;
(vi) The Leases set forth on Section 3.22(b) of the Company Disclosure Letter;
(vii) Each Contract involving the formation of a joint venture, legal partnership or limited liability company (other than a wholly-owned Subsidiary of the Company);
(viii) Each Contract related to use, transfer, or assignment of Intellectual Property by or of the Company and its Subsidiaries and material to the business of the Company and its Subsidiaries that (A) contain exclusive licenses to Company Intellectual Property, or (B) resolve any dispute related to Intellectual Property, in each case of (A) – (B), other than Contracts for (x) commercial...
