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.
Appears in 2 contracts
Samples: Stock Acquisition Agreement (PHYHEALTH Corp), Stock Acquisition Agreement (PHYHEALTH Corp)
Major Contracts. Except as otherwise disclosed in the CPS Disclosure SchedulesSchedule, none of the Parties CPS 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 Party CPS 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 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 CPS 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 CPS to enter into or consummate the transactions contemplated by this Agreement;
(f) Except for object code license agreements for any of the PartyCPS's products executed in the ordinary course of business, any indemnification by the Party CPS with respect to infringements of proprietary rights; or
(g) Any contract containing covenants purporting to materially limit the PartyCPS's freedom to compete in any line of business in any geographic area. AU All contracts, plans, arrangements, agreements, licenses, franchises, permits, indentures, authorizations, instruments, and other commitments of listed in the Parties CPS Disclosure Schedule are valid and in full force and effect and CPS has not, nor to the best knowledge of their knowledge, neither the Parties themselves nor CPS has any other party thereto, breached any material provisions of, or is in default in any material respect under the terms thereof.
Appears in 1 contract
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 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 All 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.
Appears in 1 contract
Samples: Acquisition Agreement (Gawk Inc.)
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 calendar 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 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 ’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 ’s freedom to compete in any line of business in any geographic area. AU All 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.
Appears in 1 contract
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 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 All 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.
Appears in 1 contract
Samples: Acquisition Agreement (American Soil Technologies Inc)