Material Agreements and Obligations. (a) Schedule 5.8(A) hereto lists the Material Agreements. Except for those contracts listed on the Schedules hereto, Seller is not a party to any written or oral contract with respect to the Systems that is not cancelable without penalty upon 30 days' notice or less, including any:
(i) bonus, incentive, pension, profit sharing, retirement, hospitalization, insurance, or other plan providing for deferred or other compensation to employees, or any other employee benefit or "fringe benefit" plan, including, without limitation, vacation, sick leave, medical or other insurance plans or any union collective bargaining or any other contract with any labor union;
(ii) employment contract for any person or entity on a full-time, part-time, consulting or other basis;
(iii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any asset or group of assets of Seller;
(iv) guarantee of any obligation;
(v) lease or agreement under which it is lessee or lessor, or holds or operates any property, real or personal, owned by any other party, except for any lease under which the aggregate annual rental payments do not exceed $10,000;
(vi) agreement or group of related agreements with the same party or any group of affiliated parties which requires or may in the future require aggregate consideration by or to Seller in excess of $10,000.
(b) Except as disclosed on Schedule 5.8(B) hereto, Seller has performed all obligations required to be performed by it and is not in default under, or in breach of, or in receipt of any claim of default under, any material agreement to which Seller is a party or by which Seller or any of its properties is bound except where any such breach or default would not be reasonably expected to have a material adverse effect on the Business; and Seller does not have any knowledge of any breach or anticipated breach by the other parties to any material contract or commitment to which Seller is a party or by which Seller or any of its properties is bound.
(c) There is no term or provision of any mortgage, indenture, license, permit, franchise, contract, agreement or instrument to which Seller is a party or by which it or any of its properties is bound, or, to the knowledge of Seller, of any provision of any federal or state judgment, decree, order, statute, rule or regulation applicable to or binding upon Seller or its properties, which does or will materially adversely affect the business, p...
Material Agreements and Obligations. 8.1 With the exception of the agreements, understandings and promises set out in Schedule 8.1 the Company is not bound by any Material Agreements and Obligations (as defined below) of the following type:
8.1.1 agreements relating to the acquisition, sale or encumbrance of any shareholding, business or real estate or of any other fixed asset or the disposition of any other material asset (other than inventory in the ordinary course of business or with a value below EUR 20,000.00);
8.1.2 joint venture, partnership, shareholder or cooperation agreements;
8.1.3 agreements with the Seller, the Seller’s shareholders or any of their Affiliates or related persons within the meaning of § 15 German Tax Code (Abgabenordnung);
8.1.4 loan agreements with, security granted in favor of, or obligations to, banks, financial institutions or other third parties (other than the loan with the principal amount of EUR 5,300.00 granted from the Company to Xx Xxxxxxx Gaschaw);
8.1.5 guarantees (Garantien) (other than guarantees given to customers on the sold products in the ordinary course of trading), bonds (Bürgschaften), comfort letters (Patronatserklärungen), indemnity obligations (Freistellungsverpflichtungen) and similar security;
8.1.6 agreements which contain restrictions on competition or which otherwise restrict the freedom of the Company to conduct and expand the Business in any way;
8.1.7 agreements under which the Company is obliged to provide services (outside any potential warranty claims) or updates after the sale of products in excess of a value of EUR 5,000.00 in each case;
8.1.8 agreements containing rights of return exercisable against the Company and price reduction agreements with a reduction (i) on the historic purchase prices paid by the respective customer of 15 % or more or (ii) with a value involved in excess of EUR 75,000.00 per customer per agreement/order;
8.1.9 agreements containing rights and obligations to receive or make payments in foreign currencies in excess of EUR 150,000.00 in each case, where the exchange rate risk is not eliminated by hedging instruments;
8.1.10 agreements relating to forward transactions (Termingeschäfte), futures, options, swaps or other derivatives or hedging arrangements;
8.1.11 agreements with distributors, sales agents and other resellers or sales representatives;
8.1.12 agreements with consultants or advisors;
8.1.13 agreements providing “most favored nations” or similar rights to any third party with respect to the ...
Material Agreements and Obligations. (a) Schedule 5.10(A) hereto lists the Material Agreements. Except for those contracts listed on the Schedules hereto, the DeMinimis Agreements, and the Credit Facility, no member of the Company Group is a party to any written or oral contract with respect to the Systems that is not cancelable without penalty upon thirty (30) days' notice or less, including any:
(i) bonus, incentive, pension, profit sharing, retirement, hospitalization, insurance, or other plan providing for deferred or other compensation to employees, or any other employee benefit or "fringe benefit" plan, including, without limitation, vacation, sick leave, medical or other insurance plans or any union collective bargaining or any other contract with any labor union;
(ii) employment contract for any Person on a full-time, part-time, consulting or other basis;
(iii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any asset or group of assets of any member of the Company Group;
(iv) guarantee of any obligation;
(v) lease or agreement under which it is lessee or lessor, or holds or operates any property, real or personal, owned by any other party, except
Material Agreements and Obligations. All of the indentures, contracts and agreements, with expected receipts or expenditures in excess of $25,000 or involving a license or grant of material rights to or from the Company involving, patents, copyrights, trademarks, or other proprietary information applicable to the current business of the Company or relating to compensation plans or arrangements with employees (other than with respect to such employees’ salaries or grants of options pursuant to the Company’s Plan), to which the Company is a party and which are in effect as of the Closing are listed on Exhibit E (the “Material Agreements”). The Material Agreements are valid, binding, and in full force and effect in all material respects, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and the Company has not received any written notice of termination with respect to any such contract or agreement by any of the parties to any such contract or agreement.
