Common use of Material Company Contracts Clause in Contracts

Material Company Contracts. Schedule 3.12 lists all of the Contracts of the following nature to which the Company is a party or any of its properties or assets is bound (the "Material Company Contracts"): (i) Contracts evidencing indebtedness for borrowed money, or guarantees of the obligation of any other Person in respect of borrowed money or of any other obligation of any current or former Affiliate of the Company; (ii) leases or subleases or other agreements with respect to occupancy of real property; (iii) leases of machinery, equipment or other tangible personal property; (iv) Contracts limiting the freedom of the Company to engage or compete in any activity, or to use or disclose any information in its possession; (v) any Contract with any employee, consultant or independent contractor or any Contract relating to bonus, compensation, pension, insurance, retirement, deferred compensation or other similar Contract, plan, trust, fund or other Contract for the benefit of employees; (vi) any license of, or other Contract with respect to, Intellectual Property (excluding off-the-shelf software programs licensed by the Company pursuant to "shrink-wrap" licenses); (vii) any Contract with any Affiliate of the Company; (viii) any Contract with any distributor, dealer, manufacturer's representative or sales representative; (ix) any Contract pursuant to which the Company purchases materials, supplies, equipment, products or services (excluding stand-alone purchase orders issued in the ordinary course of business); (x) any Contract pursuant to which the Company sells any product or service to a third party (excluding stand-alone purchase orders issued in the ordinary course of business); (xi) any Contract pursuant to which the Company may be obligated to (A) sell, transfer, pledge, dispose of or encumber any assets or properties, other than dispositions of inventory and supplies in the ordinary course of business, (B) issue, sell, transfer, pledge, dispose of or encumber any shares of capital stock or other ownership interest of any class, or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire any shares of capital stock or any other ownership interest, or (C) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any interest in any Person or any division thereof, or (xii) any other Contract that individually contemplates payments by or to the Company exceeding $20,000 in any twelve-month period and is not subject to cancellation by the Company on less than thirty (30) days' notice without penalty. The Company has delivered to the Buyer true and complete copies of all Material Company Contracts, including all amendments thereto. The Company is not in breach or default under the terms of any Material Company Contract and, to the Knowledge of the Company, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a breach or default by the Company, nor has the Company received any written notice of any breach or default or alleged breach of default under any Material Company Contract. To the Knowledge of the Company, no other party to any Material Company Contract is in breach or default under the terms thereof, and, to the Knowledge of the Company, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has the Company received any written notice of any breach or default by any such party. The Material Company Contracts are in full force and effect and are valid and binding obligations of the Company and, to the Knowledge of the Company, the other parties thereto. The Company has not received any written notice from any other party to a Material Company Contract of the termination or threatened termination thereof, or of any claim, dispute or controversy with respect thereto, nor, to the Knowledge of the Company, is there any basis therefor. Except as provided on Schedule 3.5, no consent of, or notice to, any third party is required under any Material Company Contract as a result of or in connection with, and neither the enforceability nor any of the terms or provisions of any Material Company Contract will be affected in any manner by, the execution, delivery and performance of this Agreement, or the transactions contemplated hereby.

Material Company Contracts. (a) Other than those Contracts listed in Schedule 3.12 lists all 2.19(a)-1 of the Contracts Company Disclosure Schedule, Schedule 2.18(a) of the Company Disclosure Schedule contains a list identifying the following nature Contracts (and all amendments, modifications and supplements thereto and all side letters to which the Company or any of the Subsidiaries is a party affecting the obligations of any party thereunder) to which the Company or any of the Subsidiaries is a party or by which any of its assets or properties or assets is bound (the "Material Company Contracts"): bound: (i) Contracts evidencing indebtedness for borrowed moneyexecutory employment, executory severance, material product design or guarantees development, executory personal services, material consulting, executory non-competition or material indemnification contracts (including, any material contract to which the Company or any of the obligation of any other Person in respect of borrowed money or of any other obligation of any current or former Affiliate Subsidiaries is a party involving employees of the CompanyCompany or any of the Subsidiaries), but excluding normal indemnification provisions under license or sale contracts; (ii) leases licensing, merchandising or subleases or other distribution agreements with respect to occupancy involving the payment of real propertymore than $100,000 per year; (iii) leases contracts granting a right of machinery, equipment first refusal or other tangible personal propertyfirst negotiation involving in excess of $100,000; (iv) Contracts limiting the freedom of the Company to engage partnership or compete in any activity, or to use or disclose any information in its possessionjoint venture agreements; (v) any Contract with any employee, consultant or independent contractor or any Contract relating to bonus, compensation, pension, insurance, retirement, deferred compensation or other similar Contract, plan, trust, fund or other Contract agreements for the benefit acquisition, licensing, sale or lease of employeesmaterial assets or properties of the Company entered into since January 1, 2002 involving a payment in excess of $100,000; (vi) contracts or agreements with any license of, or other Contract with respect to, Intellectual Property (excluding off-the-shelf software programs licensed by Governmental Authority involving the Company pursuant to "shrink-wrap" licenses)payment of more than $50,000 per year; (vii) loan or credit agreements, mortgages, indentures or other agreements or instruments evidencing indebtedness for borrowed money by the Company or any Contract with any Affiliate of the CompanySubsidiaries or any such agreement pursuant to which indebtedness for borrowed money may be incurred, in each case involving in excess of $100,000; (viii) agreements that purport to limit, curtail or restrict the ability of the Company or any Contract with of the Subsidiaries to compete in any distributor, dealer, manufacturer's representative geographic area or sales representativeline of business; (ix) any Contract pursuant to which the Company purchases materialssupply agreements, supplies, equipment, products or services (excluding stand-alone purchase orders issued in the ordinary course each case involving in excess of business)$100,000 per year; (x) agreements, written or oral, with any Contract pursuant to which officers, directors, stockholders of the Company sells Company, Seller or any product Subsidiary, or service to a third party (excluding stand-alone purchase orders issued in any member of the ordinary course immediate family of business)any officer, director, or stockholder of any of them; and (xi) commitments and agreements to enter into any Contract pursuant to which of the Company may be obligated to foregoing (A) sellcollectively, transfer, pledge, dispose of or encumber any assets or properties, other than dispositions of inventory and supplies in the ordinary course of business, (B) issue, sell, transfer, pledge, dispose of or encumber any shares of capital stock or other ownership interest of any class, or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire any shares of capital stock or any other ownership interest, or (C) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any interest in any Person or any division thereof, or (xii) any other Contract that individually contemplates payments by or to the Company exceeding $20,000 in any twelve-month period and is not subject to cancellation by the Company on less than thirty (30) days' notice without penalty"MATERIAL COMPANY CONTRACTS"). The Company has delivered heretofore made available to the Buyer true Purchaser true, correct, and complete copies of all such Material Company Contracts. (b) To the Seller's and Company's knowledge, including all amendments theretoeach of the Material Company Contracts constitutes the valid and legally binding obligation of the Company or the Subsidiaries, enforceable in accordance with its terms, and is in full force and effect. The Company There is not in breach or no material default under the terms of any Material Company Contract andeither by the Company (or the Subsidiaries) or, to the Knowledge Seller's and Company's knowledge, by any other party thereto, and no event has occurred that with the giving of notice, the Company, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) both would constitute a material default thereunder by the Company (or the Subsidiaries) or, to the Seller's and Company's knowledge, any other party. As of the date hereof, to the Seller's and Company's knowledge, no party has notified the Company in writing that it intends to terminate or fail to extend any contract between such person and the Company within one year of the date of this Agreement, except for any such termination or failure as would not have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole. (c) To the Seller's and Company's knowledge, no party to any such Material Company Contract has given notice to the Company of or made a claim against the Company in respect of any material breach or default thereunder by the Company, nor has the Company received any written notice or a Subsidiary. (d) No consent of any breach or default or alleged breach of default under any Material Company Contract. To the Knowledge of the Company, no other party to any Material Company Contract is in breach or default under the terms thereof, and, to the Knowledge of the Company, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has the Company received any written notice of any breach or default by any such party. The Material Company Contracts are in full force and effect and are valid and binding obligations of the Company and, to the Knowledge of the Company, the other parties thereto. The Company has not received any written notice from any other party to a Material Company Contract of the termination or threatened termination thereof, or of any claim, dispute or controversy with respect thereto, nor, to the Knowledge of the Company, is there any basis therefor. Except as provided on Schedule 3.5, no consent of, or notice to, any third party is required under any Material Company Contract as a result of or in connection with, and neither the enforceability nor any of the terms or provisions of any Material Company Contract will not be affected in any manner by, the execution, delivery delivery, and performance of this Agreement, Agreement or the consummation of the transactions contemplated hereby.

Material Company Contracts. Schedule 3.12 lists all of the Contracts of the following nature to which the Company or the Shareholder or their Affiliate is a party or any of its properties or assets is bound (the "“Material Company Contracts"”): (i) Contracts evidencing indebtedness for borrowed money, or guarantees of the obligation of any other Person in respect of borrowed money or of any other obligation of any current or former Affiliate of the Company; (ii) leases or subleases or other agreements with respect to occupancy of real property; (iii) leases of machinery, equipment or other tangible personal property; (iv) Contracts limiting the freedom of the Company to engage or compete in any activity, or to use or disclose any information in its possession; (v) any Contract with any employee, consultant or independent contractor or any Contract relating to bonus, compensation, pension, insurance, retirement, deferred compensation or other similar Contract, plan, trust, fund or other Contract for the benefit of employees; (vi) any license of, or other Contract with respect to, Intellectual Property (excluding off-the-shelf software programs licensed by the Company pursuant to "“shrink-wrap" ” licenses); (vii) any Contract with any Affiliate of the Company; (viii) any Contract with any distributor, dealer, manufacturer's ’s representative or sales representative; (ix) any Contract pursuant to which the Company purchases materials, supplies, equipment, products or services (excluding stand-alone purchase orders issued in the ordinary course of business); (x) any Contract pursuant to which the Company sells any product or service to a third party (excluding stand-alone purchase orders issued in the ordinary course of business); (xi) any Contract pursuant to which the Company may be obligated to (A) sell, transfer, pledge, dispose of or encumber any assets or properties, other than dispositions of inventory and supplies in the ordinary course of business, (B) issue, sell, transfer, pledge, dispose of or encumber any shares of capital stock or other ownership interest of any class, or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire any shares of capital stock or any other ownership interest, or (C) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any interest in any Person or any division thereof, or (xii) any other Contract that individually contemplates payments by or to the Company exceeding $20,000 10,000 in any twelve-month period and is not subject to cancellation by the Company on less than thirty (30) days' ’ notice without penalty. The Company has delivered to the Buyer true and complete copies of all Material Company Contracts, including all amendments thereto. The Company is not in breach or default under the terms of any Material Company Contract and, to the Knowledge of the Company, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a breach or default by the Company, nor has the Company received any written notice of any breach or default or alleged breach of default under any Material Company Contract. To the Knowledge of the Company, no other party to any Material Company Contract is in breach or default under the terms thereof, and, to the Knowledge of the Company, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has the Company received any written notice of any breach or default by any such party. The Material Company Contracts are in full force and effect and are valid and binding obligations of the Company and, to the Knowledge of the Company, the other parties thereto. The Company has not received any written notice from any other party to a Material Company Contract of the termination or threatened termination thereof, or of any claim, dispute or controversy with respect thereto, nor, to the Knowledge of the Company, is there any basis therefor. Except as provided on Schedule 3.5, no consent of, or notice to, any third party is required under any Material Company Contract as a result of or in connection with, and neither the enforceability nor any of the terms or provisions of any Material Company Contract will be affected in any manner by, the execution, delivery and performance of this Agreement, or the transactions contemplated hereby.

Material Company Contracts. (a) Other than those Contracts listed in Schedule 3.12 lists all 2.19(a)-1 of the Contracts Company Disclosure Schedule, Schedule 2.18(a) of the Company Disclosure Schedule contains a list identifying the following nature Contracts (and all amendments, modifications and supplements thereto and all side letters to which the Company or any of the Subsidiaries is a party affecting the obligations of any party thereunder) to which the Company or any of the Subsidiaries is a party or by which any of its assets or properties is bound: (i) executory employment, executory severance, material product design or development, executory personal services, material consulting, executory non-competition or material indemnification contracts (including, any material contract to which the Company or any of the Subsidiaries is a party involving employees of the Company or any of the Subsidiaries), but excluding normal indemnification provisions under license or sale contracts; (ii) licensing, merchandising or distribution agreements involving the payment of more than $100,000 per year; (iii) contracts granting a right of first refusal or first negotiation involving in excess of $100,000; (iv) partnership or joint venture agreements; (v) any agreements for the acquisition, licensing, sale or lease of material assets is bound or properties of the Company entered into since January 1, 2002 involving a payment in excess of $100,000; (vi) contracts or agreements with any Governmental Authority involving the payment of more than $50,000 per year; (vii) loan or credit agreements, mortgages, indentures or other agreements or instruments evidencing indebtedness for borrowed money by the Company or any of the Subsidiaries or any such agreement pursuant to which indebtedness for borrowed money may be incurred, in each case involving in excess of $100,000; (viii) agreements that purport to limit, curtail or restrict the ability of the Company or any of the Subsidiaries to compete in any geographic area or line of business; (ix) supply agreements, in each case involving in excess of $100,000 per year; (x) agreements, written or oral, with any officers, directors, stockholders of the Company, Seller or any Subsidiary, or any member of the immediate family of any officer, director, or stockholder of any of them; and (xi) commitments and agreements to enter into any of the foregoing (collectively, the "Material Company Contracts"): (i) Contracts evidencing indebtedness for borrowed money, or guarantees of the obligation of any other Person in respect of borrowed money or of any other obligation of any current or former Affiliate of the Company; (ii) leases or subleases or other agreements with respect to occupancy of real property; (iii) leases of machinery, equipment or other tangible personal property; (iv) Contracts limiting the freedom of the Company to engage or compete in any activity, or to use or disclose any information in its possession; (v) any Contract with any employee, consultant or independent contractor or any Contract relating to bonus, compensation, pension, insurance, retirement, deferred compensation or other similar Contract, plan, trust, fund or other Contract for the benefit of employees; (vi) any license of, or other Contract with respect to, Intellectual Property (excluding off-the-shelf software programs licensed by the Company pursuant to "shrink-wrap" licenses); (vii) any Contract with any Affiliate of the Company; (viii) any Contract with any distributor, dealer, manufacturer's representative or sales representative; (ix) any Contract pursuant to which the Company purchases materials, supplies, equipment, products or services (excluding stand-alone purchase orders issued in the ordinary course of business); (x) any Contract pursuant to which the Company sells any product or service to a third party (excluding stand-alone purchase orders issued in the ordinary course of business); (xi) any Contract pursuant to which the Company may be obligated to (A) sell, transfer, pledge, dispose of or encumber any assets or properties, other than dispositions of inventory and supplies in the ordinary course of business, (B) issue, sell, transfer, pledge, dispose of or encumber any shares of capital stock or other ownership interest of any class, or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire any shares of capital stock or any other ownership interest, or (C) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any interest in any Person or any division thereof, or (xii) any other Contract that individually contemplates payments by or to the Company exceeding $20,000 in any twelve-month period and is not subject to cancellation by the Company on less than thirty (30) days' notice without penalty. The Company has delivered heretofore made available to the Buyer true Purchaser true, correct, and complete copies of all such Material Company Contracts. (b) To the Seller's and Company's knowledge, including all amendments theretoeach of the Material Company Contracts constitutes the valid and legally binding obligation of the Company or the Subsidiaries, enforceable in accordance with its terms, and is in full force and effect. The Company There is not in breach or no material default under the terms of any Material Company Contract andeither by the Company (or the Subsidiaries) or, to the Knowledge Seller's and Company's knowledge, by any other party thereto, and no event has occurred that with the giving of notice, the Company, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) both would constitute a material default thereunder by the Company (or the Subsidiaries) or, to the Seller's and Company's knowledge, any other party. As of the date hereof, to the Seller's and Company's knowledge, no party has notified the Company in writing that it intends to terminate or fail to extend any contract between such person and the Company within one year of the date of this Agreement, except for any such termination or failure as would not have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole. (c) To the Seller's and Company's knowledge, no party to any such Material Company Contract has given notice to the Company of or made a claim against the Company in respect of any material breach or default thereunder by the Company, nor has the Company received any written notice or a Subsidiary. (d) No consent of any breach or default or alleged breach of default under any Material Company Contract. To the Knowledge of the Company, no other party to any Material Company Contract is in breach or default under the terms thereof, and, to the Knowledge of the Company, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has the Company received any written notice of any breach or default by any such party. The Material Company Contracts are in full force and effect and are valid and binding obligations of the Company and, to the Knowledge of the Company, the other parties thereto. The Company has not received any written notice from any other party to a Material Company Contract of the termination or threatened termination thereof, or of any claim, dispute or controversy with respect thereto, nor, to the Knowledge of the Company, is there any basis therefor. Except as provided on Schedule 3.5, no consent of, or notice to, any third party is required under any Material Company Contract as a result of or in connection with, and neither the enforceability nor any of the terms or provisions of any Material Company Contract will not be affected in any manner by, the execution, delivery delivery, and performance of this Agreement, Agreement or the consummation of the transactions contemplated hereby.