Material Contracts and Commitments. (a) Section 3.16 of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented:
(i) any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans;
(ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent in excess of $100,000 during any twelve-month period;
(iii) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month period;
(iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations);
(v) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets;
(vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee;
(vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees);
(viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) ente...
Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length.
(b) Each Material Contract, except those terminated pursuant to Section 7.2, is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b).
(c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a m...
Material Contracts and Commitments. Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.
Material Contracts and Commitments. The COMPANY has listed on Schedule 5.16 all material contracts, commitments and similar agreements to which the COMPANY currently is a party or by which it or any of its properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than contracts, commitments and agreements otherwise listed on Schedules 5.10, 5.14 or 5.17, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to VPI. The COMPANY has complied with all material commitments and obligations pertaining to it, and is not in default under any contracts or agreements listed on Schedule 5.16 and no notice of default under any such contract or agreement has been received. The COMPANY has also indicated on Schedule 5.16 a summary description of all pending plans or projects involving the opening of new operations, expansion of existing operations, and the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the COMPANY.
Material Contracts and Commitments. (a) Except as set forth in Section 3.9 of the Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf Transactions, Seller and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreements; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed price; (vi) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller or its Subsidiaries in excess of $250,000; (vii) any agreement for, or that contemplates, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Mat...
Material Contracts and Commitments. (a) As of the date of this Agreement, SCHEDULE 5.18(A) contains a complete and accurate list of each contract, commitment, lease, instrument, agreement, license or permit, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company on the one hand and on the other hand any affiliate of the Company or any officer, director or shareholder of the Company are parties ("Related Party Agreements"); (ii) that ------------------------ may give rise to obligations or liabilities exceeding, during the current term thereof, $50,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $50,000 individually (collectively with the Related Party Agreements, the "Material Contracts"); or (iii) that ------------------ provides rights to indemnification to any current or former directors, officers, employees or agents of the Company. Other than as disclosed on SCHEDULE 5.18(A), the Company has provided CCC with access to true, complete and correct copies of the Material Contracts. Other than as disclosed on SCHEDULE 5.18(A) the Company has complied with all of its material commitments and obligations, is not in default under any of the Material Contracts, has no contracts under which the work has been substantially delayed or changed for which proper compensation is not expected, has no pending or expected claims in excess of $50,000 against a prime contractor or owner in connection with completed work or work in progress, and has no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length.
(b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company and is in full force and effect and, to the knowledge of the Company and the Shareholders, is not subject to any default thereunder by any party obligated to the Company pursuant thereto.
(c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any Shareholder owns a material interest, or (ii) guaranteed by the Company for the benefit of any P...
Material Contracts and Commitments. (a) Section 3.15 of the Company Disclosure Schedule contains a true and complete list of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Real Assets is bound, as each such contract or commitment may have been amended, modified or supplemented:
(i) all Contracts pursuant to which the Company or its subsidiaries holds a leasehold interest in or otherwise has an economic interest in any real property, other than property described in Section 3.14 of the Company Disclosure Schedule and other than apartment leases entered into in the ordinary course of business by the Company;
(ii) all Contracts providing for management of any temporary lodging business by the Company or any of its subsidiaries;
(iii) all Contracts granting or obtaining a franchise or license to utilize a brand name or other rights of a system providing residential services, or granting a license or sublicense of any material trademark, trade name, copyright, patent, service xxxx or trade secret, or any rights therein or application therefor;
(iv) all partnership or joint venture Contracts;
(v) all loan agreements, notes, bonds, debentures, debt instruments, evidences of indebtedness, debt securities, or other Contracts relating to any indebtedness of the Company or any of its subsidiaries in an amount in excess of $100,000, or involving the direct or indirect guaranty or suretyship by the Company or any of its subsidiaries of any indebtedness in an amount in excess of $100,000;
(vi) all Contracts that, after the date hereof, obligate the Company or any of its subsidiaries to pay, pledge, or encumber or restrict assets in an aggregate amount in excess of $100,000;
(vii) all Contracts by which the Company has committed to extend credit to third parties;
(viii) all Contracts with customers of the Company that involve payments which, in the aggregate, exceed $50,000; and
(ix) all Contracts that limit or restrict the ability of the Company or any of its affiliates to compete or otherwise to conduct business in any material manner or place.
(b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.15 of the Company Disclosure Schedule. Each such Contract is valid and binding in accordance with its terms, and is in full force and effect (except as s...
Material Contracts and Commitments. All material contracts, agreements and instruments to which the Company is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally, and rules of laws concerning equitable remedies.
Material Contracts and Commitments. (a) Section 3.13(a) of the Company Disclosure Letter sets forth a true and correct list of all Material Contracts as of the date of this Agreement. True and complete copies of all Material Contracts, including all material amendments, modifications, supplements, exhibits and schedules and addenda thereto, have been made available to SPAC.
(b) Except for any Material Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or the termination of which is otherwise contemplated by this Agreement, each Material Contract is (A) in full force and effect and (B) represents the legal, valid and binding obligations of the applicable Group Company which is a party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the counterparties thereto. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, and except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the business of the Company and its Subsidiaries, taken as a whole, (x) the applicable Group Company has duly performed all of its material obligations under each such Material Contract to which it is a party to the extent such obligations to perform have accrued, (y) no breach or default thereunder by the Group with respect thereto, or, to the Knowledge of the Company, any other party or obligor with respect thereto, has occurred, and (z) no event has occurred that with notice or lapse of time, or both, would constitute such a default or breach of such Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, or would entitle any third party to prematurely terminate any Material Contract.
(c) Except as set forth in Section 3.13(c) of the Company Disclosure Letter, none of the Group Companies has within the last twelve (12) months provided to or received from the counterparty to any Material Contract any written notice or written communication to terminate, or not renew, any Material Contract.
(d) Other than in the Ordinary Course, none of the Top 10 Suppliers has within the twelve (12) months prior to the date hereof terminated or materially changed, or given written or, to the Knowledge of the Company, oral notice that it intends to terminate or materially change any of its business relationship with the Company or any of its Subsidiaries. There has been no material dispute or cont...
Material Contracts and Commitments. Schedule 4.11 to Winco Disclosure Letter will include an accurate list as of or on the date hereof, of all material written or oral leases, agreements or other contracts or legally binding contractual rights or contractual obligations or contractual commitments relating to or in any way affecting the operation or ownership of the business of Winco (the "Material Contracts"), including but not limited, those of a type described below:
(a) Any consulting agreement, employment agreement, change-in- control agreement, and collective bargaining arrangements with any labor union and any such agreements currently in negotiation or proposed;
(b) Any contract for capital expenditures or the acquisition or construction of fixed assets in excess of $50,000;
(c) Any contract for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise, products, machinery, equipment, parts or other property or services (except if such contract is made in the ordinary course of business and requires aggregate future payments of less than $50,000);
(d) Any contract other than trade payables in the ordinary course of business relating to the borrowing of money, or the guaranty of another person's borrowing of money, including, without limitation, any notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing, including assumed indebtedness;
(e) Any contract granting any person a lien on all or any part of the assets of Winco;
(f) Any contract for the cleanup, abatement or other actions in connection with hazardous materials as defined under any Environmental Laws, the remediation of any existing environmental liabilities or relating to the performance of any environmental audit or study;
(g) Any contract granting to any person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of Winco;
(h) Any contract with any agent, distributor or representative which is not terminable by Winco upon ninety calendar days' or less notice without penalty;
(i) Any contract under which Winco is (1) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property, or (2) a lessor of any tangible personal property owned by Winco, in either case having an original value in excess of $50,000;
(j) Any contract under which Winco has granted or received a license or sublicense or unde...
