Location Contracts Sample Clauses

Location Contracts. 24 4.8 Contracts and Commitments..................... 24 4.9 No Conflict or Violation...................... 26 4.10 Consents and Approvals....................... 26 4.11
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Location Contracts. The Disclosure Schedule provides an accurate ------------------ ------------------- listing of the Location Contracts as of the Closing Date, and includes the terms of each Location Contract including: (i) the number of On-Location Machines at each Location, (ii) the date the Location Contract was entered into and the term and expiration date of the Location Contract, (iii) the commission arrangement with each account, (iv) whether the Location Contract contains an automatic renewal provision, (v) whether the Location Contract contains any rights of first refusal provision, (vi) with respect to only the largest twenty (20) customers of Seller, whether the Location Contracts contain a "Change of Control" provision, and (vii) whether a Consent is required. Except as set forth on the Disclosure Schedule, each Location Contract (x) grants Seller the ------------------- exclusive right to install, service, maintain and operate all On-Location Machines at the Location(s) set forth in the applicable Location Contract and (y) allows (whether explicitly by its terms or under applicable law) Seller to enter into a sublease with respect to such Location Contract. Except as set forth on the Disclosure Schedule, as of the date of this Agreement, Seller is not and no other party is in breach or violation of or default under any terms of any of the Location Contracts, and has not received any notice, written or oral, requesting or threatening the removal of any On-Location Machine from a Location, (other than with respect to the termination dates set forth in the Disclosure Schedule) or any other anticipatory breach of any Location Contract, ------------------- or of any foreclosure against any Location set forth in any of the Location Contracts. In determining the termination date, Seller has not taken into account any option to renew or likelihood of renewal of any Location Contract. Except as set forth on the Disclosure Schedule, Seller has not received any ------------------- written notice questioning the validity or enforceability of any Location Contract. Seller has delivered to Buyer a copy of each of Seller's standard forms of Location Contracts.
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Location Contracts. The Borrowers shall notify the Collateral ------------------ Agent if at any time a Location Contract evidences more than seven and one-half percent (7 1/2%) of the consolidated revenues of the Credit Parties and their Subsidiaries. The Borrowers shall take such action as reasonably requested by the Collateral Agent to ensure that either (a) any such Location Contract is assignable or (b) the land owner or operator that is party to such Location Contract has consented in writing to the security interest of the Lenders therein.
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Location Contracts. If Seller has not obtained any required ------------------ Consents for an assignment of a Location Contract (each, a "Consent Lease") by ------------- the Closing Date, then in lieu of assigning such Consent Lease to Buyer, Seller may, upon receipt of Buyer's prior written consent and to the extent subletting is permitted under the terms of such Consent Lease and applicable law, sublet the Location covered by such Consent Lease to Buyer on the same terms and conditions (including rental and other payments) that are contained in the existing Consent Lease, for the balance of the term thereof less one day (the "Sublease"). Upon expiration of the term of the Consent Lease, Seller shall use --------- its best efforts to cause the Consenting Party to enter into the Consent Lease with Buyer and, if the Consenting Party refuses to do so, Seller shall use its best efforts to renew such Consent Lease and then enter into a Sublease with Buyer. In the event Seller is unable to obtain the required Consent or enter into a Sublease with Buyer, Seller will, effective on the Closing Date, to the extent a service agreement is permitted under the terms of the Consent Lease and applicable law, enter into a service agreement (the "Service Agreement"), in form and substance reasonably acceptable to Buyer, ------------------ whereby Buyer is appointed Seller's exclusive agent to service the Machines and collect the revenues generated therefrom at the Location subject to the Consent Lease for the term of the Consent Lease. Upon expiration of the term of the Consent Lease, Seller shall use its best efforts to have the Consenting Party enter into the Consent Lease with Buyer, and, if the Consenting Party refuses to do so, Seller shall use its best efforts to renew such Consent Lease and then enter into a Sublease or Service Agreement with Buyer. If Buyer is unable to enter to enter into a Sublease or Service Agreement with Seller for such Consent Lease, the Purchase Price shall be adjusted as contemplated by Section 2.3(a) hereof.
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Location Contracts. (a) Section 2.21(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Location Contracts (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto, have been delivered or made available to Purchaser prior to the execution of this Agreement), to which the Company is a party: (i) All Space Lease Agreements; and (ii) All Participation Agreements; (b) Each Location Contract required to be disclosed in Section 2.21(b) of the Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company and, to the Knowledge of Seller, of each other party thereto. Except as disclosed in Section 2.21(b) of the Disclosure Schedule, the Company is not in violation or breach of or default under any Location Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Location Contract) which Location Contract during the twelve (l2) month period ending on June 30, 2000, accounted for Fifty Thousand Dollars ($50,000) or more: (i) in Total Win (if such location is operated under a Space Lease Agreement) or (ii) Net Win (if such location is operated under a Participation Agreement), the effect of which would reasonably be expected to result in the termination of the Company's rights under such Location Contract. (c) Section 2.21(c) of the Disclosure Schedule sets forth a schedule of Location Contracts requiring the payment or potential payment, pursuant to the terms of any such Location Contracts by the Company of more than $10,000 in addition to the payment of rental under any Space Lease Agreement or the location share under a Participation Agreement. (d) Section 2.21(d) of the Disclosure Schedule sets forth those Location Contracts that require the consent of third parties in connection with this transaction which the failure to obtain such consent would reasonably be expected to have a material adverse effect on the Company. Seller and Company shall use their commercially reasonable efforts to obtain consent of each Person under any Location Contract whose consent is required in connection with this transaction. (e) Except as set forth in Section 2.21(e) of the Disclosure Schedule, to the Knowledge of Seller no customer of the Company as of...
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Location Contracts. As of the Closing Date, there is no Location Contract which accounts for more than seven and one-half percent (7 1/2%) of the consolidated revenues of the Credit Parties and their Subsidiaries.
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Location Contracts. Except as set forth in Section 3.28 of the Disclosure Schedule, no material location contract with respect to any Seller Phone has a remaining term of less than 12 months.
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Related to Location Contracts

  • Project Contracts Prior to the delivery of this Lease, the Company may have entered into a contract or contracts with respect to the acquisition and/or construction of the Improvements. Those contracts, and any such contracts entered into by the Company after delivery of this Lease are hereinafter referred to as the “Project Contracts.” Prior to the delivery hereof, certain work has been or may have been performed on the Improvements pursuant to said Project Contracts or otherwise. Subject to the Lender’s rights in the Project Contracts, the Company hereby conveys, transfers and assigns to the Issuer all of the Company’s rights in, but not its obligations under the Project Contracts and the Issuer hereby designates the Company as Issuer’s agent for the purpose of executing and performing the Project Contracts. After the execution hereof, the Company shall cause the Project Contracts to be fully performed by the contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms thereof, and the Company covenants to cause the Improvements to be acquired, constructed and/or completed in accordance with the Project Contracts. Any and all amounts received by the Issuer, the Trustee or the Company from any of the contractors or other suppliers by way of breach of contract, refunds or adjustments shall become a part of and be deposited in the Project Fund.

  • Construction Contracts Item A: Enter the total dollar amount of all contacts awarded on the project/ program. Item B: Enter the total dollar amount of contracts connected with this project/program that were awarded to Section 3 businesses.

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

  • Service Contracts (a) The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any Person; and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for the Investment Adviser to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments, and such other responsibilities as may specifically be delegated to such Person. (b) The Trustees may also, at any time and from time to time, contract with any Persons, appointing such Persons exclusive or nonexclusive distributor or Principal Underwriter for the Shares of one or more of the Series or other securities to be issued by the Trust. Every such contract may contain such other terms as the Trustees may determine. (c) The Trustees are also empowered, at any time and from time to time, to contract with any Persons, appointing such Person(s) to serve as custodian(s), transfer agent and/or shareholder servicing agent for the Trust or one or more of its Series. Every such contract shall comply with such terms as may be required by the Trustees. (d) The Trustees are further empowered, at any time and from time to time, to contract with any Persons to provide such other services to the Trust or one or more of the Series, as the Trustees determine to be in the best interests of the Trust and the applicable Series. (e) The fact that: (i) any of the Shareholders, Trustees, or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, Manager, adviser, Principal Underwriter, distributor, or affiliate or agent of or for any Person with which an advisory, management or administration contract, or Principal Underwriter's or distributor's contract, or transfer, shareholder servicing or other type of service contract may be made, or that (ii) any Person with which an advisory, management or administration contract or Principal Underwriter's or distributor's contract, or transfer, shareholder servicing or other type of service contract may be made also has an advisory, management or administration contract, or principal underwriter's or distributor's contract, or transfer, shareholder servicing or other service contract, or has other business or interests with any other Person, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided approval of each such contract is made pursuant to the applicable requirements of the 1940 Act.

  • Contracts and Leases Schedule 4.10 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

  • Gas Contracts No Credit Party, as of the date hereof or as disclosed to the Administrative Agent in writing, (a) is obligated in any material respect by virtue of any prepayment made under any contract containing a “take-or-pay” or “prepayment” provision or under any similar agreement to deliver Hydrocarbons produced from or allocated to any of the Borrower’s and its Subsidiaries’ Oil and Gas Properties at some future date without receiving full payment therefor at the time of delivery or (b) except as has been disclosed to the Administrative Agent, has produced gas, in any material amount, subject to balancing rights of third parties or subject to balancing duties under Legal Requirements.

  • New Contracts Except as provided in Section 6.1.4, Seller will not enter into any contract that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without cause and without the payment of any termination penalty on not more than 30 days’ prior notice.

  • Management Contracts The Recipient agrees that from the date hereof until the date on which none of the Infrastructure Bonds, of which the proceeds were used to pay or reimburse the costs of the Project, remain outstanding (the "Agreement Term"): a. The Recipient will not contract with any Private Person to manage the Project or any portion thereof unless all of the following conditions are met: (A) at least 50% of the compensation of the Private Person is based on a periodic, fixed fee that contains no incentive adjustments, and no amount of compensation is based on a share of net profits; (B) the compensation is reasonable in relation to the services performed; (C) the term of the contract does not exceed five (5) years (including any renewal option periods provided for in the contract); (D) if the term of the contract exceeds three (3) years, the Recipient is able to cancel the contract without penalty or cause at the end of each three-year period of the contract; (E) any automatic increases in the periodic, fixed fee may not exceed the percentage increases determined by an external standard set forth in the contract for computing increases; and (F) any new contract with a Private Person which is subject to this subparagraph F.2. will be subject to the requirements of (A) through (F) of this subparagraph F.2.a.; and b. If the Recipient is subject to subparagraph F.2.a. above and it enters into contracts with Private Persons described in subparagraph F.2.a., and the Governing Body of the recipient numbers five (5) or more members, no more than one (1) member of the Governing Body of the Recipient may be an employee or member of the Governing Body of the Private Person. If the Governing Body of the Recipient numbers less than five (5), no member of the Governing Body of the Recipient may be an employee or member of the Governing Body of the Private Person. Similarly, if the Governing Body of the Private Person numbers five (5) or more members, no more than one (1) of those members may be an employee or member of the Governing Body of the Recipient. However, in no event may a member or employee of both the Recipient and Private Person be the Chief Executive Officer or its equivalent of the Recipient or the Private Person. Members of the Governing Body of the Recipient may not own a controlling interest in the Private Person.

  • Business Contracts All contracts and other agreements (other than the Real Property Leases and Personal Property Leases and the Accounts Receivable) to which the Seller is a party and which are utilized in the conduct of the Business, including without limitation contracts and other agreements relating to suppliers, sales representatives, distributors, consultants, customers, purchase orders, marketing and purchasing arrangements (the "Business Contracts");

  • Vendor Contracts (a) THIRD-PARTY ASO CONTRACTS. (i) ATI shall use its Reasonable Efforts to amend each administrative services only contract with a third-party administrator that relates to any of the ATI Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement to permit Water Pik to participate in the terms and conditions of such ASO Contract from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all ASO Contracts into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as ATI. (ii) ATI shall have the right to determine, and shall promptly notify Water Pik of, the manner in which Water Pik's participation in the terms and conditions of ASO Contracts as set forth above shall be effectuated. The permissible ways in which Water Pik's participation may be effectuated include automatically making Water Pik a party to the ASO Contracts or obligating the third party to enter into a separate ASO Contract with Water Pik providing for the same terms and conditions as are contained in the ASO Contracts to which ATI is a party (or such other arrangement as to which ATI and Water Pik shall mutually agree). Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. Water Pik hereby authorizes ATI to act on its behalf to extend to Water Pik the terms and conditions of the ASO Contracts. Water Pik shall fully cooperate with ATI in such efforts, and Water Pik shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice ATI's efforts.

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