Major Contracts. Neither INT'X.xxx nor any Material INT'X.xxx Subsidiary is a party to or subject to:
(a) Any union contract, or any employment contract or arrangement in effect (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee;
(b) Any plan or contract or arrangement, written or oral, providing for non-standard bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like;
(c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits;
(d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $50,000 or pursuant to which INT'X.xxx has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory;
(e) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby;
(f) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $50,000 or more;
(g) Any license agreement in effect, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications);
(h) Any contract or agreement containing covenants purporting to limit INT'X.xxx's or the Material INT'X.xxx Subsidiaries' freedom to compete in any line of business in any geographic area; or
(i) Any contract or agreement not elsewhere specifically disclo...
Major Contracts. 42 3.15 Taxes.................................................................43 3.16
Major Contracts. Except as set forth in SCHEDULE 3.15, Compass is not a party to or subject to:
(a) Any union contract or any employment or consulting contract or arrangement other than stock option or stock purchase agreements or proprietary information agreements, written or oral with any director, officer or affiliate;
(b) Any original equipment manufacturer agreement, distribution agreement, volume or quantity purchase agreement or other similar agreement (each a "Distribution Agreement"), or joint marketing, joint development or joint venture contract or arrangement or any other agreement that has involved or is expected to involve a sharing of profits with other persons or provides for payments of more than $75,000 per annum;
(c) Any lease for real or personal property involving payments of more than $75,000 per annum;
(d) Any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise;
(e) Any license agreement over $100,000, either as licensor or licensee other than standard end-user licensing agreements entered into in the ordinary course of business;
(f) Any contract containing covenants purporting to limit the freedom of Compass directly or indirectly to distribute or otherwise compete in any line of business in any geographic area or with any third party;
(g) Any agreement of indemnification, except indemnification provided in the ordinary course of business for officers and directors pursuant to applicable corporate law;
(h) Any agreement, contract or commitment relating to capital expenditures involving payments of more than $75,000 per annum;
(i) Any agreement, contract or commitment relating to the disposition or acquisition by Compass of any assets (other than Inventory) or any Compass Intellectual Property Rights (as defined in Section 3.17 below), other than nonexclusive object code end-user license grants in the ordinary course of business;
(j) Any agreement providing for minimum payment or resale obligations, ongoing support or research and development obligations, or warranty obligations on the part of Compass, except arrangements entered into in the ordinary course of business;
(k) Any agreement for the provision of products or securities to any Governmental Entity, except customer agreements entered into in the ordinary ...
Major Contracts. Company is not a party to or subject to:
(a) Any union contract, or any employment contract or arrangement providing for future compensation, written or oral, with any officer, consultant, director or employee;
(b) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing, or the like;
(c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits;
(d) Any OEM agreement, distribution agreement, volume purchase agreement, corporate end user sales or service agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract $25,000 or pursuant to which Company has granted or received manufacturing rights, most favored nation pricing provisions or exclusive marketing, reproduction, publishing or distribution rights related to any product, group of products or territory;
(e) Any lease for real or personal property in which the amount of payments which Company is required to make on an annual basis exceeds $10,000;
(f) Any material agreement, license, franchise, permit, indenture or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected by reason of the execution of this Agreement, the Closing, or the consummation of the transactions contemplated hereby or thereby;
(g) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $15,000 or more;
(h) Any material license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users in the ordinary course of business consistent with prior practice); or
(i) Any contract containing covenants purporting to limit Company’s freedom to compete in any line of business in any geographic area. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the Company Disclosure ...
Major Contracts. The Project Agreements and, to the extent not finalized or effective on the effective date of this Agreement, any other contract or agreement so identified by the Board of Directors, as such contracts or agreements may be amended or supplemented from time to time.
Major Contracts. Except for matters disclosed on Section 3.14 of the HT Disclosure Schedule, HT is not a party to or subject to:
(a) Any union contract, or any employment contract or arrangement (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee;
(b) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like;
(c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits;
(d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $10,000 or pursuant to which HT has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory;
(e) Any lease for real property, and any lease for personal property in which the amount of payments which HT is required to make on an annual basis exceeds $10,000;
(f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby;
(g) Except for trade indebtedness incurred in the ordinary course of business (including HT's existing line of credit with BankBoston), any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $10,000 or more;
(h) Any license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications);
(i) Any contract or agreement containing coven...
Major Contracts. Except as otherwise disclosed in the Disclosure Schedules, none of the Parties is a party or subject to:
(a) Any union contract, or any employment contract or arrangement providing for future compensation, written or oral, with any officer, consultant, director, or employee which is not terminable by the Party on 30 days' notice or less without penalty or obligations to make payments related to such termination;
(b) Any joint venture contract, partnership agreement or arrangement or any other agreement which has involved or is expected to Involve a sharing of revenues with other persons or a joint development of products with other persons;
(c) Any manufacture, production, distribution, sales, franchise, marketing, or license agreement, or arrangement by which products or services of the Party are developed, sold, or distributed;
(d) Any material agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, accelerated, terminated, impaired, or adversely affected by reason of the execution of this Agreement, or the consummation of the transactions contemplated hereby or thereby;
(e) Any material agreement, contract, or commitment that requires the consent of another person for the Party to enter into or consummate the transactions contemplated by this Agreement;
(f) Except for object code license agreements for any of the Party's executed in the ordinary course of business, any indemnification by the Party with respect to infringements of proprietary rights; or
(g) Any contract containing covenants purporting to materially limit the Party's freedom to compete in any line of business in any geographic area. AU contracts, plans, arrangements, agreements, licenses, franchises, permits, indentures, authorizations, instruments, and other commitments of the Parties are valid and in full force and effect and to the best of their knowledge, neither the Parties themselves nor any other party thereto, breached any material provisions of, or is in default in any material respect under the terms thereof.
Major Contracts. Borrower has not entered into, or is not bound by, any Major Contract which continues in existence, except those previously disclosed in writing to Lender. Each of the Major Contracts is in full force and effect, there are no monetary or other material defaults by Borrower thereunder and, to the best knowledge of Borrower, there are no monetary or other material defaults thereunder by any other party thereto. None of Borrower, Manager or any other Person acting on Borrower's behalf has given or received any notice of default under any of the Major Contracts that remains uncured or in dispute. Borrower has delivered true, correct and complete copies of the Major Contracts (including all amendments and supplements thereto) to Lender. No Major Contract has as a party an Affiliate of Borrower.
Major Contracts. Borrower shall not enter into any new Major Contracts or amend any existing Major Contracts without, in each instance, first obtaining Lender’s prior consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Lender hereby approves Xxxxxxx Xxxxxxxx or any entity Controlled by Xxxxxxx Xxxxxxxx as a restaurant and bar operator for the bars and restaurants situated at the Premises, but reserves the right to approve any economic terms of any new Major Contracts with Xxxxxxx Xxxxxxxx or any entity Controlled by Xxxxxxx Xxxxxxxx unless such new Major Contracts are on terms which are substantially the same or more favorable to the Property than the terms of the applicable Major Contracts in effect prior to the amendment or renewal thereof, in which case such new Major Contracts shall be deemed approved by Lender.
Major Contracts. The Company is not a party or subject to: ----------------
(a) Any union contract, or any employment contract or arrangement providing for future compensation, written or oral, with any officer, consultant, director, or employee which is not terminable by the Company on 30 days' notice or less without penalty or obligations to make payments related to such termination;
(b) Any joint venture contract, partnership agreement or arrangement or any other agreement which has involved or is expected to involve a sharing of revenues with other persons or a joint development of products with other persons;
(c) Any manufacture, production, distribution, sales, franchise, marketing, or license agreement, or arrangement by which products or services of the Company are developed, sold, or distributed;
(d) Any material agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, accelerated, terminated, impaired, or adversely affected by reason of the execution of this Agreement, or the consummation of the transactions contemplated hereby or thereby;
(e) Any material agreement, contract, or commitment that requires the consent of another person for the Company to enter into or consummate the transactions contemplated by this Agreement;
(f) Except for object code license agreements for the Company executed in the ordinary course of business, any indemnification by the Company with respect to infringements of proprietary rights; or
(g) Any contract containing covenants purporting to materially limit the Company's freedom to compete in any line of business in any geographic area.
