Material Commitments. (a) From the date hereof to the Closing Time, Vendor shall not, without Purchaser's prior written consent:
(i) voluntarily assume any obligation or commitment with respect to the Assets, where Vendor's share of the expenditure associated with such obligation or commitment is estimated to exceed $25,000.00;
(ii) surrender or abandon any of the Assets;
(iii) amend or terminate any Leases or any agreement to which the Assets are subject, or enter into any material new agreement respecting the Assets;
(iv) subject to Subclause 5.2(b), propose or initiate the exercise of any right (including bidding rights at Crown sales, rights under area-of mutual-interest provisions and Rights of First Refusal) or option relative to the Assets, or arising as a result of the ownership of the Assets, or propose or initiate any operations on the Lands which Vendor has not commenced or committed to as of the date hereof or the Effective Date;
(v) sell, transfer, surrender, abandon or otherwise dispose of the Assets, except to the extent required to comply with Rights of First Refusal;
(vi) resign or take any action which would result in Vendor's resignation or replacement as operator of any of the Assets for which Vendor is the current operator; or
(vii) grant a security or any encumbrance with respect to any of the Assets; provided, however, that Vendor may assume such obligations or commitments and propose or initiate such operations or the exercise of any such right or option without Purchaser's prior consent if Vendor reasonably determines that such expenditures or actions are necessary for the protection of life or property or to otherwise deal with an emergency, in which case Vendor shall promptly notify Purchaser of such intention or actions and Vendor's estimate of the costs and expenses associated therewith.
(b) If an operation or the exercise of any right or option available to Vendor with respect to the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation pursuant to Subclause 5.2(a), the following Paragraphs shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "Proposal"):
(i) Vendor shall promptly give Purchaser notice of the Proposal, describing the particulars in reasonable detail;
(ii) Purchaser shall, not less than Twenty‑four (24) hours prior to the time Vendor is required to make its election with respect to the Prop...
Material Commitments. Except as described in Schedule 4.16 hereto and in filings made by Borrower with the Securities Exchange Commission, (a) neither the Borrower nor any Subsidiary has any material leases (other than oil and gas leases), contracts or commitments of any kind (including, without limitation, employment agreements; collective bargaining agreements; powers of attorney; distribution arrangements; patent license agreements; contracts for future purchase or delivery of goods or rendering of services; bonuses, pension and retirement plans; or accrued vacation pay, insurance and welfare agreements); (b) to the best of the Borrower's knowledge, all parties to all such material leases, contracts, and other commitments to which the Borrower or any Subsidiary is a party have complied with the provisions of such leases, contracts, and other commitments; and (c) to the best of the Borrower's knowledge, no party is in default under any thereof and no event has occurred that but for the giving of notice or the passage of time, or both, would constitute a default, except for defaults and events that have not had and would not be expected to have a Material Adverse Effect.
Material Commitments. Except as described in Schedule 4.16 hereto, (a) neither the Borrower nor any Subsidiary has any material leases (other than oil and gas leases), contracts or commitments of any kind (including, without limitation, employment agreements; collective bargaining agreements; powers of attorney; distribution arrangements; patent license agreements; contracts for future purchase or delivery of goods or rendering of services; bonuses, pension and retirement plans; or accrued vacation pay, insurance and welfare agreements); (b) to the best of the Borrower's knowledge, all parties to all such material leases, contracts, and other commitments to which the Borrower or any Subsidiary is a party have complied with the provisions of such leases, contracts, and other commitments; and (c) to the best of the Borrower's knowledge, no party is in default under any thereof and no event has occurred that but for the giving of notice or the passage of time, or both, would constitute a default, except for defaults and events that have not had and would not be expected to have a Material Adverse Effect.
Material Commitments. Until Closing, the Vendor shall not, without the prior written consent of the Purchaser: surrender or abandon any of the Assets;
Material Commitments. (a) Until Closing, the Vendor shall not, without the prior written consent of the Purchaser:
(i) surrender or abandon any of the Assets;
(ii) amend any agreement or enter into any new agreement respecting the Assets;
(iii) sell, transfer or otherwise dispose of the Assets, or any of them; or
(iv) grant a security interest or any encumbrance with respect to any of the Assets.
Material Commitments. Unless agreed otherwise in writing by the parties, GE Healthcare shall not be responsible or in any way liable to Biochrom or any third party with respect to any material commitments or production arrangements in excess of the amounts or in advance of the times necessary to meet GE Healthcare’s delivery schedule as set forth in its applicable Purchase Order.
Material Commitments. 18 10.19 Warranties, Service Commitments, and Maintenance Agreements......
Material Commitments a. Schedule 4.9 contains a true and complete list, as of the date stated in Schedule 4.9, of each of the following Commitments (whether written or oral) of the Imaging Group, including all Commitments included in the Foreign Assets or the PCI Assets (collectively, "Material Commitments"):
(i) each Commitment having a value or consideration of $25,000 or more for the purchase or lease of personal property, with any supplier, or for the furnishing of services to the Imaging Group;
(ii) any Commitment that compensates any Person based on any sales by the Imaging Group;
(iii) each Commitment for the sale of products or services having a value or consideration of $30,000 or more (hard copy of which has heretofore been provided to Buyer);
(iv) each lease and sublease of real property to which the Imaging Group is a party or by which the Business is obligated;
(v) each Commitment relating to indebtedness, other than trade indebtedness, of the Imaging Group;
(vi) each Commitment with any Government Authority other than standard form end-user licenses;
(vii) each Commitment that limits or purports to limit the ability of the Imaging Group to compete in any line of business or with any Person or in any geographic area or during any period of time;
(viii) each Commitment containing confidentiality requirements (including all nondisclosure Commitments, but excluding all Commitments containing confidentiality restrictions entered into in the ordinary course which do not restrict the conduct of the Business as currently conducted);
(ix) each Commitment relating to domain name registration;
(x) each Commitment to which the Business will be bound after Closing relating to employment, consulting, severance or similar issues with any current or former employee, consultant or agent of the Imaging Group;
(xi) each license and sublicense of the Licensed-In Intellectual Property and the Licensed-Out Intellectual Property; and
(xii) each other Commitment, whether or not made in the ordinary course, which is material to the Imaging Group.
Material Commitments. As used in this Section 2.30, the term "Material Commitments" means each Contract of Mnemonic which obligates Mnemonic to sell, license, distribute, deliver or provide products or services (including, without limitation, consulting services) for a consideration in excess of $100,000 and over a period of more than one (1) month. Schedule 2.30, Project List, sets forth a "Project List" with respect to each Material Commitment. The Project List sets forth Mnemonic's production schedule or performance schedule, and budget, with regard to each Material Commitment. Except as described in the Project List, the performance of Mnemonic or any other party involved with each Material Commitment is on schedule and within budget, and no practical or technological problems have been encountered that might reasonably be expected to impede completion or materially increase the cost of Mnemonic's performance with a corresponding detriment to profit. Each Material Commitment was made on a basis calculated to produce a profit under the circumstances prevailing when it was made, and Mnemonic is not aware of any circumstances that might reasonably be expected to prevent the realization of a profit. Except as set forth on the Project List, to the Seller's knowledge, no Material Commitment involves the development of any product or technology that would infringe on the proprietary rights of any other party. Mnemonic is not bound by any Material Commitments for the performance of services or delivery of products in excess of its current ability to provide such services or deliver such products during the time available to satisfy such commitments; and all outstanding Material Commitments for the performance or delivery of products were made on a basis calculated to produce a profit under the circumstances prevailing when such commitments were made. Copies of outstanding commitments have been previously made available to Xxxxxxx and in all material respects contain the complete and correct terms and conditions of same.
Material Commitments. The District’s material commitments include:
A. Convening a working group to address parking and traffic issues in the vicinity of the High School;
B. Expanding existing parking and improve ingress/egress/student drop off at the pinch point of New York Avenue and Pleasant Street to address traffic and parking issues;
C. Allowing future ingress/egress from the property on which the Los Gatos Lodge is currently located;
X. Xxxxxxxxx KCAT at the property known as “the Venue” with multi-generational programming for community benefit;
E. Continuing LGHS as a community resource with the community continuing to have appropriate access to the open spaces on campus;
F. Working toward amending the District’s Master Plan to show access at the property line shared with the property currently occupied by the Los Gatos Lodge;
X. Xxxxxxxxxx design for bicycle/pedestrian access at the property line shared with the property currently occupied by the Los Gatos Lodge; and
X. Xxxxxxxxxxx with Town to grant necessary public utility easements and emergency vehicle access easements on portions of streets on the High School campus proposed for vacation by the Town.