Material Contracts and Arrangements. Except as set forth in Section 5.14 of the PT Group Disclosure Schedule, as of the date hereof:
(a) none of the PT Covered Assets is a party to or bound by any written (a) employment agreement; (b) indenture, mortgage, note, financing, loan, instalment obligation, agreement or other instrument relating to the borrowing of money by it, or the guarantee by it of any obligation for the borrowing of money; or (c) other agreement, including without limitation, purchase orders, or any enforceable oral agreement, which individually involves the receipt or payment after the date hereof of more than R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies on an annual basis or R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies over the remaining term thereof. All such agreements are valid, binding and enforceable in accordance with their terms and neither the relevant Wireless Property nor, to the Knowledge of Wireless Property, any other party thereto is in default under any of the aforesaid agreements, other than such defaults, if any, which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect
(b) There are no existing contracts material to the business of any of the PT Covered Assets to which any member or Affiliate of the PT Group is a party; and
(c) No PT Covered Assets is party to any contract material to the business of the PT Covered Asset, with any of its current or former employees, directors, officers or consultants or any Person connected (as defined by applicable law in the relevant jurisdiction) with any of such Persons, or in which any such Person is interested (whether directly or indirectly), other than on normal commercial terms in the ordinary course of business;
(d) all material contracts and agreements have all necessary corporate authorisation for their execution, delivery and performance by PT Covered Assets, in accordance with their by-laws and applicable legislation; and
(e) all material contracts and agreements entered into by the PT Covered Assets with their Affiliates and any entity of the PT Group represent arm’s length transactions, being such term interpreted as a transaction in good faith negotiated on fair market value basis by unrelated parties acting with independent interests in the ordinary course of business.
Material Contracts and Arrangements. (a) Schedule 3.12(a) lists:
(i) All leases, contracts, agreements, commitments or purchase orders to which the Seller is a party or by which the Seller or any of its property is bound which involves payments or receipts by the Seller of more than $7,500 in any single case or which the performance of which will extend over a period of one (1) year.
(ii) Any agreement entered concerning a partnership or joint venture pursuant to which the Seller is bound or obligated to perform services.
(iii) All loan agreements, indentures, mortgages and guaranties to which the Seller is a party or by which the Seller or any of its property is bound that will have not been terminated or satisfied as of the Closing Date.
(iv) All agency, distributor, sales representative and similar agreements to which the Seller is bound.
(v) All agreements concerning confidentiality, non-competition or proprietary rights pursuant to which the Seller and/or the Stockholders are bound.
(vi) All profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement (written or oral) of the Seller for the benefit of its current or former directors, officers, and employees.
(vii) All collective bargaining agreements pursuant to which the Seller is bound or subject.
(viii) All agreements of the Seller for the employment of any individual on a full-time, part-time or consulting basis.
(ix) All agreements that will not have been terminated or satisfied as of the Closing Date under which the Seller has advanced or loaned any amount to any of its directors, officers and employees, or which the Seller has received any loan or advance from any of its directors, officers and employees.
(x) Any other agreement (or group of related agreements) of the Seller, the performance of which involves consideration in excess of $15,000.
(xi) Any agreement of the Seller under which the consequences of a default or termination could have a Material Adverse Effect.
(xii) All agreements between the Seller and the Stockholders or their respective Affiliates, which will not be terminated or satisfied as of the Closing Date. The agreements listed on Schedule 3.12(a) in respect of clauses (i) through (xii) are collectively referred to herein as the “Material Agreements”.
(b) True, complete and correct copies of all of the Material Agreements have been furnished by the Seller to the Buyer and are validly existing, legally enforceable obligations of the parties there...
Material Contracts and Arrangements. Except as set forth in the Schedule 3.13 of Company Disclosure Schedule, Company has no contract or arrangement, including, without limitation, any commitments or obligations, contingent or otherwise, under any contract or arrangement (i) for the purchase or sale of inventory in excess of $25,000 in any one instance, (ii) for the purchase or sale of supplies, services or other items in excess of $25,000 in any one instance, (iii) for the purchase, sale or lease of any equipment or machinery, (iv) for the performance of service for others in excess of $25,000_ in any one instance, or (v) extending beyond December 31, 2009. All contracts of less than $25,000 do not in the aggregate exceed $100,000. Each of such contracts and arrangements is valid, binding, subsisting, and enforceable in accordance with its terms and Company has performed all obligations required to be performed under any such contract or arrangement and is not in breach or default or in arrears in any material respect or in any other respect that would permit the other party to cancel such contract or arrangement under the terms thereof. To the best knowledge of Stockholder after due inquiry, each of the contracts, if any, set forth in the Schedule 3.13 of Company Disclosure Schedule calling for the performance of services or the sale of inventory can be satisfied or performed by Company without any loss to it.
Material Contracts and Arrangements. 14 6.11 Property, Title and Condition.............................15 6.12 Compliance with Laws and Governmental Consent.............15 6.13 Broker or Finder's Fees...................................16 6.14
Material Contracts and Arrangements. Except as set forth in Schedule 5.4, Seller is not a party to any contract or arrangement, including, without limitation, any commitments or obligations, contingent or otherwise, relating directly or indirectly to the Assets.
Material Contracts and Arrangements. Except as set forth in Schedule 2.11, ECI is not a party to any written or oral (a) contract or arrangement with any college, university or other institution, (b) contract or arrangement with any educational testing service (c) contract for the purchase or sale of services which could cause ECI to incur or receive fees in excess of $3,000 in any month or $25,000 in the aggregate during the term of such contract or arrangement, (d) contract for the future purchase of fixed assets or for the future purchase of
Material Contracts and Arrangements. (a) Schedule 4.11 contains an accurate and complete list of the following agreements (whether written or oral) to which Seller is a party: (i) any contract or agreement for the purchase or sale of Inventory in excess of Five Thousand Dollars ($5,000); (ii) any contract or agreement for the purchase or sale of supplies, services or other items in excess of Five Thousand Dollars ($5,000); (iii) except to the extent listed on Schedule 4.11, any contract or agreement for the purchase, sale or lease of any equipment (excluding capital leases) in excess of Five Thousand Dollars ($5,000); (iv) any indenture, mortgage, note, letter of credit or other instrument relating to the borrowing or lending of money including, without limitation, any capital leases, any factoring arrangements or purchase order financing (collectively, along with all interest, fees, expenses and/or prepayment penalties associated therewith, the “Funded Debt”); (v) any contract or agreement that would limit Seller from entering any lines of business or any geographical area; (vi) any contract or agreement which is not terminable by Seller upon prior notice of ninety (90) days or less; (vii) any contract or agreement with independent distributors or sales representatives or similar agreements; (viii) any contracts relating to capital expenditures; (ix) any guarantee or other contingent obligation in respect of indebtedness or other obligations of any person; or (x) any other contract or agreement not made in the ordinary course of business.
(b) True, correct and complete copies of each contract listed on Schedule 4.11 have been previously delivered to Buyer. Each of such contracts has been entered into in the ordinary course of business, except as identified on Schedule 4.11. To the best knowledge of Seller, each of the contracts set forth on Schedule 4.11 calling for the sale of Inventory or performance of services can be satisfied or performed by Seller without any material loss to it. Each of such contracts is in full force and effect, and there does not exist any actual or alleged condition or event which, after notice or lapse of time or both, would constitute a default by Seller or, to the best knowledge of Seller, by the other party, to any written contract, agreement, lease, license, commitment, instrument or obligation. Seller has not received a notice of the termination of any such contract prior to the expiration of the scheduled term thereof and Seller does not have any knowledge o...
Material Contracts and Arrangements. Except as otherwise provided or disclosed by this Agreement, or in Schedule 5.12 or any other exhibit or schedule to this Agreement, all material agreements, arrangements, commitments, contracts, engagements, licenses, leases, rental agreements, tenancies, and other obligations, written or otherwise, express or implied, in which the Company has an interest or other legally enforceable right or benefit, including, without limitation, contracts and arrangements of the nature identified in paragraphs 5.12.
1.1 through 5.12.1.7, are valid, subsisting, in full force and effect, and enforceable in accordance with their terms, and neither the Company nor any other party to any such material contract or arrangement is in default thereunder. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by it will accelerate the maturity of any indebtedness of the Company, nor be an event that by itself, or lapse of time, giving of notice or otherwise would constitute a breach of or default under, or cause the expiration or termination of any material contract or arrangement.
5.12.1.1 Notes or other debt instruments, indentures, mortgages, pledges, security agreements, and any other agreements or instruments relating to the borrowing of money or the extension of credit, or pursuant to which any of the assets of the Company are pledged as security.
5.12.1.2 Employment, consulting agreements, and other agreements or arrangements (.
1) with any officer, director or shareholder of the Company, or with any member of the immediate families of any of them, (.
2) providing for insurance for any officer, director or shareholder of the Company, or for any member of the immediate families of any of them, (.
3) with any other employee that is not terminable at will without penalty or liability on the part of the Company, (.
4) with any labor union, (.5) providing for bonuses, pensions, deferred compensation, retirement payments, profit sharing, incentive pay, severance pay, hospitalization, medical expenses, death benefits, disability benefits or other employee benefits.
5.12.1.3 Franchise and license agreements, and any other agreements or instruments regarding or relating to the intellectual property and goodwill of the Company.
5.12.1.4 Leases and rental agreements regarding or relating to the assets of the Company.
5.12.1.5 So called "Notes Receivable."
5.12.1.6 So called "Service Agreements," and any similar agreements or arrang...
Material Contracts and Arrangements. 9 5.12 CARBON FIBER SUPPLY ARRANGEMENTS................................9 5.13 ORDINARY COURSE OF BUSINESS....................................10 5.14 LITIGATION AND COMPLIANCE WITH LAWS............................10 5.15 TAXES..........................................................10 5.16
Material Contracts and Arrangements. (a) Except as set forth in Schedule 3.13, the Company does not have any material contract or agreement, whether oral or written, including, without limiting the generality of the foregoing, any (i) contract or agreement for the purchase or sale of inventory in excess of $25,000 in any one instance; (ii) contract or agreement for the purchase or sale of supplies, services or other items in excess of $25,000 in any one instance; (iii) contract or agreement for the purchase, sale or lease of any equipment providing for total payments in excess of $50,000 in any one instance; (iv) indenture, mortgage, note, letter of credit or other instrument relating to the borrowing of money; (v) contract or agreement that would limit the Company from entering any lines of business or any geographical area; (vi) contract or agreement with independent distributors or sales representatives or similar agreements; or (vii) other contract or agreement not made in the ordinary course of business. True, correct and complete copies of each contract listed on Schedule 3.13 have been previously made available to Buyer. Each of the material contracts set forth in Schedule 3.13 calling for the sale of inventory or performance of services can be satisfied or performed by the Company. Each of such contracts is in full force and effect, and, to the knowledge of the Seller, there does not exist any actual condition or event which, after notice or lapse of time or both, would constitute a default by the Company or by the other party, to any written or, to Seller's knowledge, oral contract, agreement, lease, license, commitment, instrument or obligation. The Company has not received notice of the termination of any such contract prior to the expiration of the scheduled term thereof and has no knowledge of the intent of a party to any such contract to do the same. Except as disclosed on Schedule 3.13 hereto, neither the Company nor the Seller has entered into any enforceable written or, to Seller's knowledge, oral agreement containing any prohibition or restriction of competition or solicitation of customers with any person, corporation, partnership, firm, association or business organization, entity or enterprise which is now in effect and would affect Buyer's conduct of the Business. Except as set forth in Schedule 3.13, no written or, to Seller's knowledge, oral
