Material Contracts and Leases. The list of agreements set forth in DL 3.18 includes all the Material Contracts (as defined below) that the Corporation or any of the Subsidiaries is party to, or is bound by. For purposes of this Agreement, a "Material Contract" shall mean (i) any contract, lease or other agreement (except for purchase orders entered into in the ordinary course of business and contracts and agreements cancelable by the Corporation or any of its Subsidiaries at will or on notice of 30 days or less) to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound, which by its terms calls for the payment by either party to such contract or agreement of $250,000 or more in any fiscal year or is material to the business, operations or financial condition of the Corporation and its subsidiaries, taken as a whole,(ii) any material agreement, contract or commitment not in the ordinary course of business, (iii)any agreement, indenture or other instrument which contains restrictions with respect to payment of dividends or any other distribution in respect of its capital stock,(iv) any agreement, contract or commitment to be performed relating to capital expenditures in excess of $100,000 in any calendar year, or in the aggregate requiring expenditures in excess of $1,000,000,(v) any material agreement, indenture or instrument relating to indebtedness for borrowed money or the deferred purchase price of property (excluding trade payables in the ordinary course of business, intercompany indebtedness, intercompany transfers, and operating leases),(vi) any loan or advance to (other than advances to employees in the ordinary course of business in amounts of $25,000 or less to any individual and $100,000 in the aggregate to all employees), or investment in (other than investments in Subsidiaries), any Person, or any agreement, contract or commitment relating to the making of any such loan, advance or investment or any agreement, contract or commitment involving a sharing of profits (except for bonus or commission arrangements with employees entered into in the ordinary course of business consistent with past practice),(vii) any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than in the ordinary course of business and other than with respect to any indebtedness or obligation of the Corporation or any Subsidiary),(viii) any management service, consulting or any other si...
Material Contracts and Leases. Abano has fairly disclosed in the Due Diligence Materials all existing terms (whether written or oral) of all contracts and leases which are material to the business of the Abano Group as a whole as at the date of this Agreement:
Material Contracts and Leases. The following is a complete list of all material contracts and agreements of ASC and SURGICOE Real Estate:
Material Contracts and Leases. The following is a complete list of all material contracts and agreements of SURGICOE and all of its Subsidiaries:
Material Contracts and Leases. True, correct and complete copies of every Material contract, agreement, lease or other obligation or commitment under which the Company, is the obligor, lessor or sublessor have been made available to the Buyer and attached hereto as Schedule 1.11. Each of such agreements and leases is in full force and effect and constitutes a legal, valid and binding obligation of the parties thereto and is enforceable in accordance with its terms except as enforcement of such agreement may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally. Neither the Company nor the other parties to such agreements and leases are in default under any such lease or agreement in any Material respect as it relates to the Company nor to the best of the knowledge of the Stockholder after due inquiry of the Company's Senior Officers, has any event occurred which with the passage of time or the giving of notice or both would constitute such a Material default.
Material Contracts and Leases. Concurrently with the delivery of the compliance certificate referred to in Section 8.1(c), a true and correct copy of newly created Material Contract to which the Borrower or any of Subsidiary of the Borrower is a party or (directly or indirectly) subject and of each lease of real Property to which Holdings, the Borrower or any of Subsidiary of the Borrower is a party or (directly or indirectly) subject and as to which a waiver or subordination of landlord's Lien is required to be provided in accordance with Section 5.4; and
Material Contracts and Leases. In a reasonably prompt fashion after the creation thereof, a true and correct copy of each Material Contract to which the Borrower or any of its Subsidiaries is a party or (directly or indirectly) subject and of each lease of real Property to which the Borrower or any of its Subsidiaries is a party or (directly or indirectly) subject and as to which a waiver or subordination of landlord's Lien is required to be provided in accordance with Section 5.4;
Material Contracts and Leases. (a) Section 4.17(a) of the Company Disclosure Letter sets forth a complete and accurate list of each Contract, as of the date hereof, to which any member of the Company Group is a party or involves the Business, which Contract falls within any of the following categories (each Contract listed on such Section 4.17(a), a “Company Material Contract”):
Material Contracts and Leases. All material contracts and leases of the Company are set forth on Schedule 2.9 and a copy thereof has been delivered or made available to the Parent. Except as set forth on Schedule 2.9, each such material contract or lease is valid, in full force and effect and binding upon the Company in accordance with its terms. To the knowledge of the Company, the Company, is not in material breach of any representation or warranty, or in default of any covenant or agreement on their part to be performed, that is contained in any such material contract or lease.
Material Contracts and Leases. No Credit Party shall, nor shall it permit its Subsidiaries to, change, amend or reject the terms of any of the material contracts or leases set forth in Schedule 6.18.
