Material Contracts, Etc. Schedule 3.1(m) of the Navidec Disclosure Schedule contains an accurate list of all material contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which Navidec or Merger Corp. is a party or by which it or its properties are bound (including without limitation contracts with customers, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, BPZ's, mortgages, options to purchase land, liens, pledges or other security agreements). As of the Closing Date, Navidec and Merger Corp. shall have terminated and been released from any and all contracts, commitments, leases, instruments, agreements.
Material Contracts, Etc. Schedule 3.3(n) of the BPZ Disclosure Schedule contains an accurate list of all material contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which BPZ is a party or by which it or its properties are bound (including without limitation contracts with customers, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, BPZ's, mortgages, options to purchase land, liens, pledges or other security agreements).
Material Contracts, Etc. The Company is not subject to any charter, contract, agreement, instrument, corporate or other legal restriction, or any judgment, decree, order, rule, regulation or other Law that has, has had, or could reasonable expected in the future to have, a Material Adverse Effect. Other than as disclosed in the SEC Documents, the Company or one of its Subsidiaries, as applicable, has performed all material obligations required to be performed by it to date under each of its material contracts (as set forth in Schedule 3(aa), the “Material Contracts”), and neither the Company nor any of its Subsidiaries, as applicable, nor, to the Company’s knowledge, any other party to any Material Contract has breached or improperly terminated any Material Contract, or is in default under any Material Contract, and there exists no condition or event which, after notice or lapse of time or both, would constitute any such breach, termination or default. Each of the Material Contracts is in full force and effect, and is a legal, binding and enforceable obligation of or against the parties thereto, and no Material Contract will fail to be the legal, binding and enforceable obligation of or against the parties thereto as a result of the transactions contemplated by this Agreement and the Transaction Documents. Neither the Company nor any of its Subsidiaries, as applicable, has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Material Contract. Neither the Company nor any of its Subsidiaries, as applicable, has received any written notice of the intention of any party to terminate any Material Contract or repudiate any provision thereof.
Material Contracts, Etc. 7.1 Except under the Project Agreements, there is not outstanding:
(a) any agreement or arrangement between the Company and any distributor, supplier or customer of the Company;
(b) any joint venture, franchise, consortium or partnership agreement or arrangement to which the Company is a party;
(c) any sale or purchase option or similar agreement or arrangement affecting any assets owned or used by the Company or by which it is bound;
(d) any liability, obligation or commitment of any kind on the part of the Company (including a capital commitment);
(e) any offer or tender or the like given or made by the Company which is still outstanding and capable of giving rise to a contract by the unilateral act of a third party;
(f) any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body.
Material Contracts, Etc. Appendix 2.01(c)(10) to the Disclosure Letter ----------------------- -------------------- lists all contracts, leases, written agreements and instruments material to the Business or requiring the performance by Corporation to be Sold of any material obligations of Corporation to be Sold which are not heretofore described as Scheduled Contracts.
Material Contracts, Etc. 13 4.13 Absence of Defaults. . . . . . . . . . . . . . . 14 4.14
Material Contracts, Etc. Appendix 3.1(N) to Seller's Disclosure Letter lists all contracts, leases, agreements and instruments material to the Business or requiring the performance by Seller of any material obligations of Seller after the date hereof except the following:
(1) purchase orders and contracts with suppliers and customers entered into in the ordinary course of business, and
(2) miscellaneous contracts, leases, agreements and instruments (with Persons unaffiliated with Seller) involving liabilities under any such contract, lease, agreement and instrument of not more than $25,000 in any twelve month period. Seller has heretofore delivered, or made available, to Purchaser or its counsel complete copies of all contracts, leases, agreements and instruments listed on Appendix 3.1(N) to Seller's Disclosure Letter. Except as set forth in Appendix 3.1(N) to Seller's Disclosure Letter, Seller is not a party to any agreement, contract or covenant limiting the freedom of the Seller or any party contracting with Seller from competing in any line of business or with any Person in any geographic area.
Material Contracts, Etc. Buyer has been provided access to, or correct and complete copies of, and Section 4.11 of the Disclosure Statement sets forth a list, as of the date of this Agreement, of (a) all commitments and agreements for the purchase of any materials, supplies, machinery, capital assets or services that involve an expenditure by Xxxxxxx or any Subsidiary of more than $50,000 U.S. (or the equivalent amount of any other currency) for any one commitment or agreement or series of related commitments or agreements, other than such commitments or agreements entered into in the ordinary course consistent with past practice and which can be canceled by Xxxxxxx or such Subsidiary, as the case may be, without liability, premium or penalty on 90 days' or less notice; (b) all personal property leases under which Xxxxxxx or any Subsidiary is either lessor or lessee and which involve annual payments or receipts of $50,000 U.S. (or the equivalent amount of any other currency) or more; (c) all other orders, leases, commitments, agreements and instruments (including, but not limited to, mortgages, indentures and other agreements and instruments relating to indebtedness for borrowed money) to which Xxxxxxx or any Subsidiary is a party or by which it or its properties are bound that involve annual payments or receipts by Xxxxxxx or any Subsidiary in any 12-month period and of more than $50,000 U.S. (or the equivalent amount of any other currency); (d) all government contracts to which Xxxxxxx or any Subsidiary is a party; (e) any joint venture, partnership or similar agreements to which Xxxxxxx or any Subsidiary is a party; (f) contracts limiting the right of Xxxxxxx or any Subsidiary to compete or do business in any territory; (g) contracts relating to loans to officers, directors or Affiliates (as defined in Section 11.9) of Xxxxxxx or any Subsidiary; (h) contracts and arrangements providing for any severance, change-of-control, or stay in place payment, whether or not entered into as a result of the transactions contemplated by this Agreement; (i) contracts relating to loans to officers, directors or Affiliates of Xxxxxxx or any Subsidiary to the extent not listed in Section 4.13 of the Disclosure Statement; (j) all license agreements, assignments or contracts (whether as licensor, licensee, assignor, assignee or otherwise) relating to any of the Intellectual Property Rights (as defined in Section 4.17) to the extent not listed in Section 4.17 of the Disclosure Statement; (k) any co...
Material Contracts, Etc. The Parent and its Subsidiaries have furnished to the Administrative Agent or made available to the Administrative Agent for review a true, correct and complete copy of each Material Contract. The Parent and its Subsidiaries are in compliance with the terms and provisions of each Material Contract and no event has occurred and is continuing which constitutes a breach of any party’s obligations, or a default, under the terms and conditions of any Material Contract, except where such failure to be in compliance or other event, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Schedule 6.21 contains a true, complete and correct list of each Material Contract that is in effect as of the Closing Date.
Material Contracts, Etc. (A) Except as permitted by this Agreement, Party B and each such Specified Entity shall not without the prior written consent of Party A (i) cancel or terminate any Material Contracts to which it is a party or consent to or accept any cancellation or termination thereof prior to the scheduled expiration thereof, (ii) sell, assign (other than pursuant to the ISDA Security Documents) or otherwise dispose of (by operation of law or otherwise) any part of its interest in any Material Contract, (iii) waive any default under or breach of any material provision of any Material Contract or waive, fail to enforce, forgive, compromise, settle, adjust or release any material right, interest or entitlement, howsoever arising, under, or in respect of any Material Contract, or (iv) amend, supplement, modify or in any way vary or agree to any variation of any material provisions of any Material Contract or of the performance of any material covenant or obligation by any other Person under any Material Contract (in each case as in effect on the date of this Agreement and as thereafter amended, supplemented or modified in accordance with this clause (A)).
(B) Except as permitted by this Agreement, Party B and each such Specified Entity shall not enter into any Material Contract not in effect on the date of this Agreement without the prior written consent of Party A other than (i) renewal of existing agreements on substantially consistent terms, (ii) as may be required by Applicable Law or (iii) to refinance the Notes to the extent permitted by the Intercreditor Agreement. .
(C) Party B and each such Specified Entity shall not enter into any contract or agreement, other than the Specified Agreements, which restricts the ability of Party B or such Specified Entity to: (i) enter into amendments, modifications, supplements or waivers of the Material Contracts, (ii) sell, transfer or otherwise dispose of its property, (iii) create, incur, assume or suffer to exist any Lien upon any of its Property other than Permitted Liens, or (iv) create, incur, assume, suffer to exist or otherwise become liable with respect to any Indebtedness other than Permitted Indebtedness; provided, however, that the preceding restrictions shall not apply to: (A) agreements or instruments governing Permitted Indebtedness and any amendments or other modifications thereto (including any refinancing thereof); provided that such amendments or modifications are no more restrictive, when taken as a whole, whe...
