Material Contracts and Other Commitments. (a) Except for the Related Agreements, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) Except for agreements explicitly contemplated by this Agreement or the Related Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its Subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of or payments to the Company or any of its Subsidiaries in excess of $100,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products or services to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services.
(c) The Company has not since December 31, 1998 (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities in excess of $100,000, (iii) made any loans or advances to any person, other than ordinary advances to employees for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the nonexclusive license of software to end-users in the ordinary course of business.
(d) All the material contracts, agreements and instruments to which the Company is a party are listed on the exhibit index to the Registration Statement and such contracts, agreements and instruments are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms. The Company is not in material default under any contract, and, to the Company's knowledge, no other party to any such contract is in material default.
Material Contracts and Other Commitments. (a) Except as set forth in Section 3.10(a) of the Schedule of Exceptions, the Company and, to the Company's knowledge, each other party thereto, have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default, under any lease, agreement or other contract now in effect to which the Company is a party or by which it or its property may be bound which defaults would have singularly or in the aggregate a material adverse effect on the Company. The Company has no present expectation or intention of not fully performing all of its obligations under each such lease, contract or other agreement, and the Company has no knowledge of any breach or anticipated breach by the other party to any such lease, contract or other agreement.
(b) All the material leases, agreements and other contracts to which the Company is a party or by which it or its property may be bound which are not included as exhibits to the Company's public filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to the rules promulgated thereunder, are listed in Section 3.10(b) of the Schedule of Exceptions.
Material Contracts and Other Commitments. With regard to each lease, agreement or other contract now in effect to which the Company is a party or by which it or its property may be bound, the Company and, to the Company's knowledge, each other party thereto, have performed all the obligations required to be performed by them to date, have received no notice of default and are not in default under any of such leases, contracts or agreements, except for defaults which would not singularly or in the aggregate have a material adverse effect on the Company. The Company has no present expectation or intention of not fully performing all of its obligations under each such lease, contract or other agreement, and the Company has no knowledge of any breach or anticipated breach by the other party to any such lease, contract or other agreement.
Material Contracts and Other Commitments. The Company has satisfied in full or provided for all of its liabilities and obligations under each material contract requiring performance prior to the date hereof in all material respects, and is not in default under any of them, nor, to the actual knowledge of the Company, does any condition exist that with notice or lapse of time or both would constitute such a default. To the actual knowledge of the Company, no other party to any such material contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute such a default. No approval or consent of any person or entity is needed for all of the material contracts to continue to be in full force and effect.
Material Contracts and Other Commitments. The Company does not have ---------------------------------------- any contract, agreement, lease, or other commitment, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not, as of the date hereof, involve more than $25,000 each; (ii) sales contracts entered into in the ordinary course of business; (iii) license agreements entered into in the ordinary course of business; and (iv) contracts terminable at will by the Company on no more than sixty (60) days' notice without cost or liability to the Company. For purposes of this Section 3.6, employment contracts and contracts with labor unions and agreements pursuant to which the Company licenses any of its Proprietary Information (as defined herein) to third parties shall not be considered to be contracts entered into in the usual and ordinary course of business.
Material Contracts and Other Commitments. (a) Except for the Related Agreements, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof.
(b) Except for the agreements explicitly contemplated by this Agreement and the Related Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $250,000 annually or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company.
(c) The Company has not in 2001 (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities in excess of $100,000, (iii) made any loans or advances over $10,000 to any person, or had over $100,000 of such loans or advances outstanding in the aggregate at any one time, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its material assets or material rights. The Company is current in the payment of all of its debts, accounts payable and lease obligations.
(d) All the contracts, agreements and instruments representing payments of or to the Company in excess of $250,000 annually to which the Company is a party (whether written or oral) are listed on Section 3.10(a) of the Schedule of Exceptions and such contracts, agreements and instruments are valid, binding and 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 laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. True and complete copies except for certain confidential information that has been redacted of all contracts, agreements and instruments listed on Section 3.10(d) of the Schedule of Exceptions have been provided to the Lender or have been made available to Lender’s counsel in the case of certain confidential agreements identified in writing to such counsel. The Company is not in material default under any contract set forth on Section 3.10(d) of the Schedule of Exceptions, and, to...
Material Contracts and Other Commitments. End User Software License Agreement between WorldTravel Technologies, LLC and WorldTravel Partners I, LLC dated November 1, 1999
Material Contracts and Other Commitments. Lease Agreement between World Travel Partners, L.P. and Weeks Realty L.P., dated 1995, as amended August 7, 1996, as amended April 8, 1997, as amended December 3, 1997, as amended October 5, 1998, as amended April 22, 1999, as amended August 17, 1999, as amended March 29, 2000
Material Contracts and Other Commitments. Asset Purchase Agreement between TRX, Inc. and Expedia, Inc., dated October 1, 2001
Material Contracts and Other Commitments. The events of September 11, 2001 have caused a variance from the service levels contemplated under certain service agreements between the Company and its customers. Because the service agreements contain force majeure clauses, the Company believes that it remains in compliance with the terms of these agreements.
