Common use of Material Contracts and Transactions Clause in Contracts

Material Contracts and Transactions. Schedule 3.17 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royal Mines is a party (collectively, the “Contracts”). (a) Except as listed on Schedule 3.17, Royal Mines is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) except as listed on Schedule 3.14, agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining Royal Mines, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royal Mines subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) except as disclosed in Schedule 3.4, agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a “change in control,” or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royal Mines under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royal Mines. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Merger contemplated by this Agreement. Except as listed on Schedule 3.17, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to Centrus.

Appears in 1 contract

Samples: Merger Agreement (Centrus Ventures Inc.)

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Material Contracts and Transactions. Schedule 3.17 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royal Mines TSI Medical is a party (collectively, the "Contracts'). (a) Except as listed on Schedule 3.17, Royal Mines TSI Medical is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) except as listed on Schedule 3.14, agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining Royal MinesTSI Medical, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royal Mines TSI Medical subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) except as disclosed in Schedule 3.4, agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a "change in control,' or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royal Mines TSI Medical under any ContractContract including, without limiting the generality of the foregoing, the Exelar Medical Funding Agreement, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royal MinesTSI Medical. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Merger contemplated by this Agreement. Except as listed on Schedule 3.17, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to CentrusRelay Mines.

Appears in 1 contract

Samples: Merger Agreement (Relay Mines LTD)

Material Contracts and Transactions. Schedule 3.17 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royal Mines Sporg is a party (collectively, the “Contracts”). (a) Except as listed on Schedule 3.17, Royal Mines Sporg is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) except as listed on Schedule 3.14, agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining Royal MinesSporg, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royal Mines Sporg subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) except as disclosed in Schedule 3.4, agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a “change in control,” or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royal Mines Sporg under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royal MinesSporg. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Merger contemplated by this Agreement. Except as listed on Schedule 3.17, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to CentrusTerrace.

Appears in 1 contract

Samples: Merger Agreement (Terrace Ventures Inc)

Material Contracts and Transactions. Disclosure Schedule 3.17 3.21 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royal Mines Royalite is a party (collectively, the “Contracts”). (a) Except as listed on Disclosure Schedule 3.173.21, Royal Mines Royalite is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) except as listed on Schedule 3.14, agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining Royal MinesRoyalite, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royal Mines Royalite subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) except as disclosed in Schedule 3.4, agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a “change in control,” or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royal Mines Royalite under any Contract nor by any other party to a Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royal MinesRoyalite or by any other party to a Contract. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Merger transactions contemplated by this Agreement. Except as listed on Disclosure Schedule 3.173.21, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to CentrusWorldbid.

Appears in 1 contract

Samples: Merger Agreement (Worldbid Corp)

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Material Contracts and Transactions. Disclosure Schedule 3.17 3.21 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royal Mines Royalite is a party (collectively, the “Contracts”). (a) Except as listed on Disclosure Schedule 3.173.21, Royal Mines Royalite is not a party to any written or oral: (1) agreement for the purchase, sale or lease of any capital assets, or continuing contracts for the purchase or lease of any materials, supplies, equipment, real property or services; (2) agreement regarding, sales agency, distributorship, or the payment of commissions; (3) except as listed on Schedule 3.14, agreement for the employment or consultancy of any person or entity; (4) note, debenture, bond, trust agreement, letter of credit agreement loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person; (5) agreement, contract, or commitment for any charitable or political contribution; (6) agreement, contract, or commitment limiting or restraining Royal MinesRoyalite, their business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor is any employee of Royal Mines Royalite subject to any such agreement, contract, or commitment; (7) material agreement, contract, or commitment not made in the ordinary course of business; (8) except as disclosed in Schedule 3.4, agreement establishing or providing for any joint venture, partnership, or similar arrangement with any other person or entity; (9) agreement, contract or understanding containing a “change in control,” or similar provision; or (10) power of attorney or similar authority to act. (b) Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royal Mines Royalite under any Contract nor by any other party to a Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royal MinesRoyalite or by any other party to a Contract. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Merger transactions contemplated by this Agreement. Except as listed on Disclosure Schedule 3.173.21, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to CentrusWorldbid and Worldbid Sub.

Appears in 1 contract

Samples: Merger Agreement (Worldbid Corp)

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