Material Contracts; Debt Instruments Sample Clauses
The 'Material Contracts; Debt Instruments' clause requires a party to disclose and often warrant the existence and status of significant agreements and financial obligations, such as major contracts and outstanding loans or credit facilities. In practice, this clause typically obligates the party to list all contracts and debt instruments that could have a material impact on their business, including details about their terms, parties involved, and any defaults or breaches. Its core function is to ensure transparency regarding key financial and contractual commitments, allowing the other party to assess potential risks and liabilities before entering into a transaction.
Material Contracts; Debt Instruments. (a) Except as set forth in Schedule 3.12, neither MGI nor any of the Subsidiaries is a party to any of the following (collectively, "Material Contracts"):
(i) any collective bargaining or other agreement with labor unions, trade unions, employee representatives, work committees, guilds or associations representing employees of either MGI or any of the Subsidiaries;
(ii) any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement, written or oral, with any current or former officer, consultant, director or employee which (x) provides for payments in excess of $25,000 per annum or (y) requires aggregate payments over the life of such agreement, contract or arrangement in excess of $50,000, which in any case is not terminable by MGI and/or any Subsidiary on 30 days' notice or less without penalty or obligation to make payments related to or after such termination;
(iii) any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of revenues with other persons or entities;
(iv) any management agreement, lease or other significant agreement or arrangement between MGI and/or any of the Subsidiaries and any entity for whom MGI and/or any of the Subsidiaries provides concession services;
(v) any lease for real or personal property in which the amount of payments which MGI and/or any of the Subsidiaries is required to make, or is expected to receive, on an annual basis exceeds $10,000;
(vi) any material agreement, contract, policy, license, document, instrument, arrangement or commitment which has not been terminated or performed in its entirety and which may be, by its terms, terminated, impaired or adversely affected by reason of the execution of the Operative Agreements, the closing of the Merger, or the consummation of the other transactions contemplated hereby or thereby;
(vii) any agreement, contract, policy, license, document, instrument or additional advance arrangement or commitment that materially limits the freedom of MGI and/or any of the Subsidiaries to compete in any line of business or with any person or entity or in any geographic area or which would so materially limit the freedom of the Surviving Corporation or Parent or any of Parent's subsidiaries after the Effective Time;
(viii) any agreement or contract relating to any outstanding commitment for capital expenditures in excess of $10,000 individually or $25,000 in the aggregate, or any part...
Material Contracts; Debt Instruments. (a) Section 3.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of all of the Contracts of the Company and the Company Subsidiaries concerning the following matters (collectively, the “Company Material Contracts”):
(i) the lease, as lessee or lessor, or purchase or sale of any material tangible property;
(ii) the employment or engagement of, or any other Contract with, any officer, director or employee, or any consultant or agent, other than those terminable at will without any severance obligation;
(iii) any Contracts listed in Section 3.16(h) or Section 3.16(i) of Company Disclosure Letter;
(iv) the provision for any payments or other benefits in excess of Twenty Five Thousand Dollars $25,000, directly or indirectly, as a result of a change of control of the Company or any Company Subsidiary, including, without limitation, the Merger and the Transactions;
(v) any Contracts pursuant to which any indebtedness for borrowed money of the Company or any of the Company Subsidiaries (in each case, in excess of Fifty Thousand Dollars $50,000) is outstanding or may be incurred (Section 3.18(a) of the Company Disclosure Letter sets forth the respective amounts currently outstanding thereunder as of the date hereof);
(vi) the making of any material loans by or the granting of any material Lien on any material property or assets of the Company or any Company Subsidiary (other than non-exclusive licenses granted in the ordinary course of business);
(vii) any Contract between the Company or any Company Subsidiary, on one hand, and any affiliate of the Company or any Company Subsidiary or any immediate family member of any such affiliate, on the other hand;
(viii) any Contract limiting the freedom of the Company or any Company Subsidiary to compete, solicit customers or solicit employees in any manner in any geographic area or line of business, or requiring the Company or any Company Subsidiary to share profits;
(ix) any material Contract not in the ordinary course of business under which any Company Entity has agreed to assume liabilities of another party or indemnify or hold harmless another party;
(x) any charitable commitment in excess of Fifty Thousand Dollars ($50,000.00) in any calendar year;
(xi) any settlement Contract requiring financial payments in the aggregate in excess of Fifty Thousand Dollars ($50,000.00) in any calendar year;
(xii) any Contract that would be reasonably likely to have a Company Material Adverse Effect;
(xiii)...
Material Contracts; Debt Instruments. 17 Section 3.13. Employment Agreements...................................... 20 Section 3.14. Intellectual Property...................................... 20 Section 3.15. Employees and Related Agreements: ERISA.................... 20 Section 3.16. Absence of Certain Changes or Events....................... 25 Section 3.17. Finder's Fee............................................... 26 Section 3.18.
Material Contracts; Debt Instruments. (a) Except as disclosed on Schedule 3.17, the Company is not a party or subject to any of the following (collectively, "Material Contracts"):
(i) any collective bargaining or other agreements with labor unions, trade unions, employee representatives, work committees, guilds or associations representing employees of the Company;
(ii) any employment consulting, severance, termination, or indemnification agreement, contract or arrangement, written or oral, with any current or former officer, consultant, director or employee which (x) provides for payments in excess of $25,000 per annum or (y) requires aggregate payments over the life of such agreement, contract or arrangement in excess of $50,000 or which in any case is not terminable by the Company or its subsidiaries on 30 days' notice or less without penalty or obligation to make payments related to or after such termination;
(iii) any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of revenues with other persons or entities;
(iv) any management agreements, lease or other significant agreement or arrangement between the Company and any Concession Entity;
(v) any lease for real or personal property in which the amount of payments which the Company is required to make, or is expected to receive, on an annual basis exceeds $10,000;
(vi) any material agreement, contract, policy, License, document, instrument, arrangement or commitment which has not been terminated or performed in its entirety and which may be, by its terms, terminated, impaired or adversely affected by reason of the execution of this Agreement, the closing of the Merger, or the consummation of the other transactions contemplated hereby;
(vii) any agreement, contract, policy, License, document, instrument, arrangement or commitment that materially limits the freedom of the Company to compete in any line of business or with any person or entity or in any geographic area or which would so materially limit the freedom of the Surviving Corporation or Family Golf or any of its subsidiaries after the Effective Time;
(viii) any agreement or contract relating to any outstanding commitment for capital expenditures in excess of $10,000 individually or $25,000 in the aggregate, or any partially or fully executory agreement or contract relating to the acquisition or disposition of rights or assets having a value of in excess of $10,000 individually or $25,000 in the aggregate;
(ix) any sal...
Material Contracts; Debt Instruments. (a) Section 5.10(a) of the Seller Disclosure Statement identifies all the following types of Contracts (each a "Material Contract", and collectively, the "Material Contracts") in effect as of the date hereof, which are related to the Purchased Assets or the Business generally and to which any Seller or Purchased Subsidiary is a party:
(i) Contracts relating to Indebtedness (in either case, whether incurred, assumed, guaranteed or secured by any asset);
(ii) joint venture, partnership, limited liability company or other similar Contracts;
(iii) material lease for personal property;
(iv) any Contract relating to any outstanding commitment for capital expenditures in excess of $100,000 individually or $300,000 in the aggregate;
(v) Contracts (or series of related Contracts) relating to the acquisition, disposition or lease of any Person, business or material real property or other assets (whether by merger, sale of stock, sale of assets or otherwise);
(vi) Contracts that (A) limit the freedom of any Seller, Purchased Subsidiary or the Business to compete in any line of business or with any Person or in any geographic area or (B) contains exclusivity obligations or restrictions binding on any Sellers or the Business;
(vii) any sales, distribution, agency and marketing Contract (or series of related Contracts) involving in excess of $500,000 in any annual period;
(viii) any Contract (or series of related Contracts) relating to the purchase by any Sellers of any products or services under which the undelivered balance of such products or services is in excess of $250,000;
(ix) Contracts relating to any interest rate, currency or commodity derivatives or hedging transaction;
(x) Contracts containing any "change of control" or similar provisions;
(xi) Contracts (including any "take-or-pay" or keepwell agreement) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of any Sellers or (B) any Sellers has directly or indirectly guaranteed liabilities or obligations of any other Person;
(xii) Contracts with any current or former employee of any Seller or Purchased Subsidiary with aggregate payments of at least $100,000 remaining under such Contract or providing for any severance Liabilities;
(xiii) Collective Bargaining Agreements and the Mexican Collective Bargainin Agreements; or
(xiv) Contracts with any of the Persons listed in Section 5.10(a)(xiv) of the Seller Disclosure Schedule.
(b) Each Material Contract included in th...
Material Contracts; Debt Instruments. (a) Section 5.8(a) of the Seller Disclosure Schedule identifies all the following types of Contracts (each a “Material Contract”) in effect as of the date hereof that are related to the Purchased Assets or the Business generally and to which any Seller (or any Purchased Entity) is a party:
(i) any joint venture, partnership, limited liability company or other similar Contracts, other than the Fundamental Documents of any Seller (or any Purchased Entity);
(ii) any Contract relating to the Indebtedness (including, for the avoidance of doubt, any guaranty for borrowed money or otherwise) of any Seller (or any Purchased Entity) or to the mortgaging or pledging of, or otherwise placing a Lien on, any of the assets of any Seller (or any Purchased Entity) or any of the Equity Securities of any Seller (or any Purchased Entity), in each case in respect of Indebtedness of such Seller or Purchased Entity in excess of $500,000;
(iii) any Lease for personal property under which any Seller or Purchased Entity is the lessee and is obligated to make annual payments in excess of $100,000;
(iv) any Lease relating to the Leased Real Estate;
(v) any Contract relating to any outstanding commitment for capital expenditure in excess of $25,000 individually or $75,000 in the aggregate;
(vi) any Contract (or series of related Contracts) relating to the acquisition or disposition of any Person, business or material real property or other assets (whether by merger, sale of stock, sale of assets or otherwise), (A) entered into at any time during the last three (3) years or (B) pursuant to which any Seller (or any Purchased Entity) has remaining material payment or performance obligations;
(vii) any Contract that by its terms expressly (A) limits the freedom of any Seller (or any Purchased Entity) or the Business to compete in any line of business or with any Person or in any geographic area, (B) contains exclusivity obligations or restrictions binding on any Seller (or any Purchased Entity) or the Business, or (C) restricts any Seller (or any Purchased Entity) from selling, licensing or otherwise distributing any of its products or providing any of its services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or in any segment of the market, in each case where such limits, obligations or restrictions are material to the Business, taken as a whole;
(viii) any sales, distribution, agency or marketing Contract (or series o...
Material Contracts; Debt Instruments. (a) Section 4.14(a) of the Parent Disclosure Letter sets forth a complete and accurate list of all of the Contracts of Parent and the Parent Subsidiaries concerning the following matters (collectively, the “Parent Material Contracts”): (i) any Contracts pursuant to which any indebtedness for borrowed money of Parent or any of the Parent Subsidiaries (in each case, in excess of $500,000) is outstanding or may be incurred (Section 4.14(a) of the Parent Disclosure Letter sets forth the respective amounts currently outstanding thereunder as of the date hereof); (ii) the making of any material loans by or the granting of any material Lien on any material property or assets of Parent or any Parent Subsidiary; (iii) any material Contract between Parent or any Parent Subsidiary, on one hand, and any affiliate of Parent or any Parent Subsidiary or any immediate family member of any such affiliate, on the other hand; (iv) any Contract materially limiting the freedom of Parent or any Parent Subsidiary to compete, solicit customers or solicit employees in any manner in any geographic area or line of business, or requiring Parent or any Parent Subsidiary to share profits; (v) any Contract with a customer or supplier listed in Section 4.15 of the Parent Disclosure Letter that is material to Parent and the Parent Subsidiaries taken as a whole; (vi) any Contract that would be reasonably likely to have a Parent Material Adverse Effect; or (vii) any joint-venture or joint-developer Contracts that is material to Parent and the Parent Subsidiaries taken as a whole.
(b) Parent has delivered or made available to the Company or its representatives true and complete copies of all of written Parent Material Contracts. The Parent Material Contracts are valid and effective in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither Parent nor any of the Parent Subsidiaries is in material violation of or in material default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Parent Material Contract to which it is a party or by which it or any of its properties or assets is bound. To Parent’s knowledge, as of the date hereof, there is no existing or claimed default by any other party to any Parent Material C...
Material Contracts; Debt Instruments. (a) As of the Effective Date, neither the Company nor any of its Subsidiaries that is a party to a Material Contract (as defined in the Existing Credit Agreement) (each, a “Company Material Contract”), has received any written or, to the knowledge of the Company, oral notice of cancellation or threatened cancellation relating to a Company Material Contract, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is a valid and binding agreement, is in full force and effect, and is enforceable by the Company or its Subsidiary that is a party thereto against each other party thereto in accordance with its terms, subject to the Bankruptcy and Equity Exception, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to a Company Material Contract is in default or in breach of any such Company Material Contract, in each case, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) As of the Effective Date, neither the Company nor any of its Subsidiaries (i) is party to a Contract related to indebtedness for borrowed money in connection with the business of the Company or its Subsidiaries, or (ii) has any liability in respect of a guarantee of any indebtedness for borrowed money of any other Person, in each case, that would not be permitted under the Existing Credit Agreement.
(c) As of the Effective Date, the Company has made available to Lender the form Contracts (since the initial public offering of the Company) that have been or are currently used by the Company or its Subsidiaries to procure rental product via “share by RTR” consignment and revenue sharing arrangements with third-party designers (“Form Share by RTR Contracts”), and no order forms with share by RTR vendors of the Company or its Subsidiaries deviate from the applicable Form Share by RTR Contract in a manner that would be material to the business, assets or financial condition of the Company and its Subsidiaries taken as a whole.
Material Contracts; Debt Instruments. 16 Section 3.18