Material Business Agreements Sample Clauses

Material Business Agreements. All Material Business Agreements to which any Loan Party is a party or is bound are listed on Schedule 5.19. No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Material Business Agreement to which it is a party.
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Material Business Agreements. Schedule 5.19 lists all of each Loan Party’s Material Business Agreements and no default or event of default exists under any of these agreements. Further, there is no “material breach” under the Consignment Agreements.
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Material Business Agreements. Without Xxxxxx’s prior written consent, amend, waive, or modify in any respect the terms of any Material Business Agreement if that change would be detrimental in any material respect to Lender or any Loan Party.
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Material Business Agreements. Master Services Agreement by and between ICU Eyewear, Inc. and The Stable, dated October 1, 2021. The Manufacturer’s Representative Agreement by and between ICU Eyewear, Inc. and CDZ Sales, Inc., dated November 1, 2021. The parties fully executed the agreement in the format provided to Xxxxx’s counsel. The Broker Contract by and between ICU Eyewear, Inc. and Presence Marketing, dated December 10, 2018. ICU Eyewear, Inc. has commission contracts with the following brokers on the following terms: and Sales Upon Customer Payment 15 % ASAPACIF Upon Shipment 24 % XXXXXX Upon Customer Payment 15 % Presence Upon Customer Payment 8 % CDZ Sales, Inc. Upon Customer Payment 4 % Green Drake Outdoors Upon Shipment 10 % XXXX XXXXXXXXX Upon Shipment 10 % XXXX XXXXXXXXXX Upon Shipment 10 % OUTDOOR SALES, LLC. Xxxxx Xxxxx Upon Shipment 10 % JUST GOT 2 HAVE IT Upon Customer Payment 15 % XXXX XXXXXX & Upon Shipment 10 % ASSOCIATES Krysan & Assoc. Upon Customer Payment 15 % XXXX XXXX Upon Customer Payment 15 % Xxxx, LLC Upon Customer Payment 15 % Xxxxx Xxxxxxx Upon Shipment 15 % Road Runners SW Upon Customer Payment 15 % ROAD RUNNERS, LLC Upon Customer Payment 15 % Xxxxxxx Xxxx Upon Shipment 5 % Sales Producers Upon Shipment 15 % XXXXXXX CONSULTANTS, INC Upon Customer Payment 15 % XXXXXX SALES, INC. Upon Shipment 10 % STERLING SALES Upon Shipment 20 % XXXXXXX XXXXXXX Upon Shipment 3 % Consignment arrangement evidenced by that certain Trade Vendor Purchasing Agreement by and between the Company and Office Depot, dated June 12, 2009, as amended by Amendment No. 1, effective May 23, 2010 and Amendment No. 2, effective August 23, 2015 (collectively, the “Office Depot Agreement”). There is also Vendor Agreement between ICU Eyewear, Inc. and Office Max (which was acquired by Office Depot), dated May 23, 2014 (the “Office Max Agreement”). In the fall of 2021, Office Depot and ICU Eyewear, Inc. disagreed on whether the Office Depot Agreement or the Office Max Agreement was the operative agreement. However, since the disagreement, ICU Eyewear, Inc. and Office Depot have been operating under the terms of the Office Depot Agreement. Sales contract between ICU Eyewear, Inc. and Xxxxxxx Drugs evidenced by that certain 2020 Reading Glass & Sunglass Agreement dated July 1, 2020. Consignment arrangement between ICU Eyewear, Inc. and Xxxxx’x evidenced by that certain Reading Glass & Sunglass Agreement, as amended, dated July 1, 2021, which was changed to a consignment arrangement on June 4, 2...
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Material Business Agreements. Lease Agreement between Stoneridge, Inc. and Hunters Square, Inc., with respect to the Company’s division headquarters for Alphabet. Indenture dated as of May 1, 2002 among Stoneridge, Inc. as Issuer, Stoneridge Control Devices, Inc. and Stoneridge Electronics, Inc., as Guarantors, and Fifth Third Bank, as trustee (note: these are the previously disclosed $200 million senior notes). Purchase Agreement dated as of May 1, 2002 among Stoneridge Inc., Stoneridge Control Devices Inc., Stoneridge Electronics Inc. and Deutsche Bank Securities Inc., J.X. Xxxxxx Securities Inc., Mxxxxx Sxxxxxx & Co. Incorporated and NatCity Investments Inc. Registration Rights Agreement dated as of May 1, 2002 among Stoneridge Inc., Stoneridge Control Devices Inc., Stoneridge Electronics Inc. and Deutsche Bank Securities Inc., J.X. Xxxxxx Securities Inc., Mxxxxx Sxxxxxx & Co. Incorporated and NatCity Investments Inc. Form of Tax Indemnification Agreement (with pre-IPO shareholders). Form of Change in Control Agreement (senior level employees). Director Share Option Plan. Form of Long-Term Incentive Plan Share Option Agreement (senior level employees). Form of Directors’ Share Option Plan Share Option Agreement (outside directors). Form of Long-Term Incentive Plan Restricted Shares Grant Agreement (senior level employees). Director’s Restricted Shares Plan (outside directors). Form of Director’s Restricted Shares Plan Agreement (outside directors). Form of Long-Term Incentive Plan Restricted Shares Grant Agreement including Performance and Time-Based Restricted Shares (senior level employees). Amendment to Restricted Shares Grant Agreement (senior level employees). Amended and Restated Long-Term Incentive Plan. Outside Directors’ Deferred Compensation Plan. Employees’ Deferred Compensation Plan. Employment Agreement between the Company and Jxxx X. Xxxxx. Form of 2006 Restricted Shares Grant Agreement (senior level employees). Form of 2006 Directors’ Restricted Shares Grant Agreement (outside directors). Annual Incentive Plan. Partnership Interest Purchase Agreement for the Sale of Company’s partnership interest in Industrial Development Associates Limited, dated December 29, 2006. Severance Agreement and Release, by and between Stoneridge, Inc. and Exxxxx X. Xxxxx. Xxxxxxxx Xxxxxxxx and Sale Agreement, by and between Stoneridge, Inc. and N384JW, LLC. Quotaholders’ Agreement, among Mxxxxx Xxxxxxxx, Sxxxxx xx Xxxxxxxxx Lxxxx, Stoneridge, Inc. and PST Industria Electronica Da Amazonia ...
Sample 1
Material Business Agreements. Neither Parent nor any Borrower Entity (other than the Mxxxx Entities) is in default in the performance, observance or fulfillment of any obligations, covenants or conditions contained in any Material Business Agreement (including but not limited to the KeyBank Documents) to which it is a party. No Mxxxx Entity is in default in the performance, observance or fulfillment of any obligations, covenants or conditions contained in the WPP Replacement Lease.
Sample 1
Material Business Agreements. Indenture dated as of May 1, 2002 among Stoneridge, Inc. as Issuer, Stoneridge Control Devices, Inc. and Stoneridge Electronics, Inc., as Guarantors, and Fifth Third Bank, as trustee
Sample 1
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Related to Material Business Agreements

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

  • Material Agreements Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could reasonably be expected to have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing Indebtedness.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Material Documents Seller has provided Purchaser with executed copies of all material agreements and documents, and any amendments thereto, relating to Seller’s acquisition of the Mortgage Servicing Rights and the servicing of the Mortgage Loans.

  • 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");

  • Material Contracts (a) Except as filed as an exhibit to the Company SEC Filings or as set forth on Schedule 3.23, there are none of the following (each a “Material Contract”): (i) Contracts restricting the payment of dividends upon, or the redemption, repurchase or conversion of, the Convertible Preferred Stock or the Common Stock issuable upon conversion thereof; (ii) joint venture, partnership, limited liability or other similar Contract or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and its Subsidiaries, taken as a whole; (iii) any Contract relating to the acquisition or disposition of any business, stock or assets that (x) is material to the business of the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business consistent with past practice, or (y) has representations, covenants, escrows, indemnities, purchase price payments, “earn-outs”, adjustments or other obligations that are still in effect; (iv) Contracts containing any covenant (x) limiting the right of the Company or any of its Subsidiaries to engage in any line of business or in any geographic area, or (y) prohibiting the Company or any of its Subsidiaries from engaging in business with any Person or levying a fine, charge or other payment for doing so; (v) “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, excluding any exhibits, schedules and annexes to such material contracts that are not required to be filed with the SEC, and those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to the Company and its Subsidiaries required to be filed with the SEC (the Material Contracts, together with any lease, binding commitment, option, insurance policy, benefit plan or other contract, agreement, instrument or obligation (whether oral or written) to which the Company or any of its Subsidiaries may be bound, the “Contracts”); (vi) Contracts relating to indebtedness for borrowed money of the Company or any of its Subsidiaries in an amount exceeding $250,000; (vii) Contracts (other than the Transaction Agreements) that would be or purport to be binding on the Purchasers or any of their Affiliates after the Closing; (viii) Contracts with any Governmental Entity that imposes any material obligation or restriction on the Company or any of its Subsidiaries, taken as a whole; and (ix) any material Contract with any current or former director, officer or employee, or with any HRG Affiliate. (b) Each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company party thereto) and, to the Knowledge of the Company, on each other party thereto, and is in full force and effect, and neither the Company nor any of its Subsidiaries that is a party thereto, nor, to the Knowledge of the Company, any other party thereto, is in breach of, or default under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder or would result in the termination thereof or would cause or permit the acceleration or other change of any right or obligation of the loss of any benefit thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except for such failures to be in full force and effect and such breaches and defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Existence; Business and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as permitted under Section 6.05). (b) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain, protect and preserve all property necessary to the normal conduct of its business and keep such property in good repair, working order and condition (ordinary wear and tear excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as permitted by this Agreement).

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Customer Agreements 29.1 Trader to include provisions in Customer Agreements: The following clauses apply in respect of the Trader’s Customer Agreements: (a) in respect of each Customer Agreement that has been entered into prior to the Commencement Date: (i) at the next review date, or, if the Trader is able to unilaterally vary the Customer Agreement, within 12 months after the Commencement Date (whichever is earlier), the Trader must issue a unilateral variation to the Customer Agreement to include provisions that have substantially the same effect as the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor in accordance with section 12 of the Contract and Commercial Law Act 2017; or (ii) if the Trader is unable to unilaterally vary 1 or more Customer Agreements as set out in subparagraph (i), the Trader must: (A) use all reasonable endeavours to obtain at the next review of each Customer Agreement, or within 12 months, whichever is earlier, the agreement of the Customer to enter into a variation of the Customer Agreement to include the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor under section 12 of the Contract and Commercial Law Act 2017; and (B) promptly provide notice to the Distributor if it is unable to obtain the agreement of the Customer required in subparagraph (A); or (b) in respect of each Customer Agreement that has been entered into after the Commencement Date, include the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor in accordance with section 12 of the Contract and Commercial Law Act 2017.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

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