Material Contracts; No Conflict; Required Filings and Consents. 1. Section 3.5(a) of the Company Disclosure Schedule includes a list of all contracts, agreements, arrangements or understanding, whether or not in writing, to which the Company or any of its subsidiaries is a party or by which any of them is bound as of the date hereof, (i) which are required to be filed as "material contracts" with the SEC pursuant to the requirements of the Exchange Act; (ii) under which the consequences of a default, nonrenewal or termination could have a Material Adverse Effect; (iii) pursuant to which payments or acceleration of benefits may be required in excess of $100,000 in the aggregate upon a "change of control" of the Company or its subsidiaries; (iv) which require the consent or waiver of a third party prior to the Company (or its subsidiary, if applicable) consummating the transactions contemplated by this Agreement, except where the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect; (v) whose terms would have a Material Adverse Effect on the Offer; (vi) which pertain to the rental by the Company or its subsidiaries of accommodations and involve consideration in excess of $200,000 over the term of the Agreement or have a term that will expire more than six months from the date hereof; (vii) which constitute contracts, agreements, arrangements or understandings between the Company or its subsidiaries and any person for the rental by such person of accommodations and represent individually in excess of $200,000 in annual revenue to the Company or its subsidiaries, as applicable; or (viii) the termination of which would require or result in individual payments by the Company, Acquisition Sub, Fimalac-U.S., Parent or any of their subsidiaries or affiliates in excess of $100,000 (the contracts, agreements, arrangements or understandings referred to in clauses (i) through (viii) above are referred to collectively herein as the "Material Contracts") and, except as set forth in Section 3.5(a) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is currently negotiating, in discussion with any person with respect to, or a party to any non-binding agreement or understanding with respect to, any Material Contract.
2. The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the articles of incorporation or by-laws of the Company or any S...
Material Contracts; No Conflict; Required Filings and Consents. (a) All agreements which, as of the date hereof are required to be filed with the SEC pursuant to the requirements of the Exchange Act as "material contracts" (collectively, the "Material Contracts") of the Company and its subsidiaries are filed as Exhibits to the Company SEC Reports (as defined in Section 3.07) filed in 1998. All of the Material Contracts are valid, binding and in full force and effect. The Company is not in material default of any of its obligations under the Material Contracts. No contracting party to any Material Contract has indicated to the Company its intention to terminate, cancel or modify such Material Contract or otherwise to reduce or change its activity thereunder so as to affect adversely the benefits derived, or currently expected to be derived, by the Company.
(b) Except as set forth in Section 3.05(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws or equivalent organizational documents of the Company or any of its subsidiaries, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Material Contract, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties is bound or affected except, in the case of clauses (ii) and (iii), for such breaches, violations or defaults that would not have a Company Material Adverse Effect.
(c) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approv...
Material Contracts; No Conflict; Required Filings and Consents. (a) Section 2.05 of the Company Disclosure Schedule sets forth a complete and accurate list of each contract to which the Company is a party, or by which the Company or any of its assets are bound, of the type described below (collectively, "Material Contracts"), and the Company has delivered to Parent or made available to Parent for its review true and complete copies of or, if such contracts are oral, complete and accurate descriptions of the terms of: (i) each contract that involves the performance of services or the delivery of goods or materials by Company of an amount or value in excess of Five Thousand Dollars ($5,000); (ii) each contract that involves the performance of services or the delivery of goods or materials to Company of an amount or value in excess of Five Thousand Dollars ($5,000); (iii) each contract that was not entered into in the ordinary course of business and that involves expenditures or receipts of Company in excess of Five Thousand Dollars ($5,000); (iv) each licensing agreement (whether as licensor or licensee) or other contract relating to any Intellectual Property (as defined herein) owned, licensed or used by Company of an amount or value in excess of Five Thousand Dollars ($5,000); (v) each lease of real property; (vi) each contract relating to the lending or borrowing of money, including loan agreements, guarantees of obligations of affiliates and other persons, performance bonds, letters of credit, and similar instruments or arrangements, and any security agreement, factoring agreement or other agreement pursuant to which any Lien is created as security for the obligations with respect to any such borrowed money; (vii) each contract with any supplier, distributor, sales representative, dealer or OEM of an amount or value in excess of Five Thousand Dollars ($5,000); (viii) each contract with or for the benefit of any current or former officer or director, holder of any security, employee or consultant of the Company under which the Company has any obligations as of the date hereof and that (A) involves the making of any payments of an amount in excess of Five Thousand Dollars ($5,000), (B) contains non-competition provisions imposing restrictions on the Company or a senior executive officer or key employee of the Company, or (C) involves any severance or termination payments or other similar obligation; (ix) any contract with any labor union or association representing any employee of the Company; (x) any contract relating...
Material Contracts; No Conflict; Required Filings and Consents. (a) The Company has made available to the Investor on or prior to the date hereof true, correct and complete copies of each agreement, contract or other instrument (including all amendments thereto) to which the Company is a party or by which the Company is bound which would require the Company to pay in excess of $25,000 in the aggregate, or which provides that the Company will receive more than $25,000 in the aggregate, or which would otherwise obligate the Company to provide services or products with an aggregate value of in excess of $25,000 (collectively, the "Material Contracts").
(b) To the best knowledge of the Company, neither the Company nor any party other than the Company, is in default in any material respect in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in any Material Contract to which the Company is a party. To the best knowledge of the Company, all of the Material Contracts are in full force and effect, and are the valid, legal and binding obligations of all of the parties thereto.
(c) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not (i) conflict with or violate the Articles of Incorporation or bylaws of the Company, (ii) to the best knowledge of the Company, conflict with or violate any foreign or domestic
Material Contracts; No Conflict; Required Filings and Consents. (a) Schedule 4.05(a) of the Company Disclosure Schedule contains a true, complete and correct list of all Material Contracts of the Company and its subsidiaries as of the date of this Agreement, complete and correct copies of which have been provided to Parent. Except as set forth in Schedule 4.05(a) of the Company Disclosure Schedule or subject to such exceptions that, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect, all of the Material Contracts are valid, binding and in full force and effect, and neither the Company nor any of its subsidiaries is in default (nor has any event occurred that with notice or lapse of time or both would become a default) of any of its obligations under any of the Material Contracts. Except as set forth in Schedule 4.05 of the Company Disclosure Schedule, no contracting party to any Material Contract is in default (nor has any event occurred that with notice or lapse of time or both would become a default) of any of its obligations under any of the Material Contracts. Except as set forth in Schedule 4.05 of the Company Disclosure Schedule, no contracting party to any Material Contract has notified (whether orally or in writing) the Company or any of its subsidiaries of its intention to terminate, cancel or modify such Material Contract or otherwise to reduce or change its activity thereunder so as to affect adversely the benefits derived, or currently expected to be derived, by the Company or any of its subsidiaries.
(b) Except as set forth in Section 4.05(c) hereof and except as set forth in Schedule 4.05(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the consummation of the Transactions by the Company will not, (i) conflict with or violate the Restated Certificate of Incorporation or By-Laws or equivalent organizational documents of the Company or any of its subsidiaries, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective assets or properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, ...
Material Contracts; No Conflict; Required Filings and Consents. (a) Section 2.05 of the Company Disclosure Schedule includes, as of the date hereof, a list of (i) all loan agreements, indentures, mortgages, pledges, conditional sale or title retention agreements, security agreements, guaranties, standby letters of credit (as to which the Company or any subsidiary is the responsible party), equipment leases or lease purchase agreements, each in an amount exceeding, individually or in the aggregate as to any related items due to the same party or relating to the same transactions, $1,000,000, to which the Company or any of its subsidiaries is a party or by which any of them is bound; (ii) all other contracts, agreements, commitments or other understandings or arrangements to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets are bound or affected, but excluding contracts, agreements, commitments or other understandings or arrangements involving, in the case of any such contract, agreement, commitment, or other understanding or arrangement, payments or receipts by the Company or any of its subsidiaries, individually or in the aggregate as to any related items due to the same party or relating to the same transactions, of less than $1,000,000 and (iii) all agreements which are required to be filed as "material contracts" with the United States Securities and Exchange Commission ("SEC") pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, and the SEC's rules and regulations thereunder (the "Exchange Act") but have not been so filed with the SEC.
(b) Except as set forth in Section 2.05 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, subject as to consummation of the Merger to the obtaining of the Company Stockholder Approval, and the taking of the actions described in clause (c) of this Section, (i) conflict with or violate the Company's Charter Documents or the Subsidiary Documents, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which any of their respective properties is bound or affected or (iii) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) or impair the Company's or any of its subsidiaries' rights or alter the ...
Material Contracts; No Conflict; Required Filings and Consents. (a) The exhibit indexes to the Kushxxx-Xxxxx'x most recently filed Annual Report on Form 10-K and any Form 10-Qs filed since the date of such Form 10-K, include each agreement, contract or other instrument (including all amendments thereto) to which Kushxxx-Xxxxx xx any Kushxxx-Xxxxx Subsidiary is a party or by which it is bound which would be required pursuant to the Exchange Act and the rules and regulations thereunder to be filed as an exhibit to an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K (collectively, the "KL Material Contracts").
(b) Neither Kushxxx-Xxxxx xxx any Kushxxx-Xxxxx Subsidiary is, nor to the knowledge of Kushxxx-Xxxxx xx any party other than Kushxxx-Xxxxx xx any Kushxxx-Xxxxx Xxxsidiary, in default in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in any KL Material Contract to which Kushxxx-Xxxxx xx any Kushxxx-Xxxxx Xxxsidiary is a party, except for any such default which could not reasonably be expected to result in a material adverse effect on the business, operations, properties or assets of Kushxxx-Xxxxx xxx the Kushxxx-Xxxxx Xxxsidiaries taken as a whole.
(c) The execution and delivery of this Agreement by Kushxxx-Xxxxx xxxs not, and the performance of this Agreement by Kushxxx-Xxxxx xxxl not (i) conflict with or violate the Articles of Incorporation or bylaws of Kushxxx-Xxxxx, (xi) assuming that all consents, approvals, authorizations and other actions described in subsection (d) have been obtained and all filings and obligations described in subsection (d) have been made or complied with, conflict with or violate any foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, permit, injunction, writ, judgment, decree or order applicable to Kushxxx-Xxxxx xx any Kushxxx-Xxxxx Xxxsidiary or by which any asset of Kushxxx-Xxxxx xx any Kushxxx-Xxxxx Xxxsidiary is bound or affected, or (iii) except as set forth in the next succeeding sentence, conflict with, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require any payment under, or result in the creation of a lien, claim, security interest or other charge or encumbrance on any asset of Kushxxx-Xxxxx xx any Kushxxx-Xxxxx Xxxsidiary pursuant to any KL Material Contrac...
Material Contracts; No Conflict; Required Filings and Consents. (a) Section 3.5(a) of the Company Disclosure Schedule includes a list of all contracts, agreements, arrangements or understanding, whether or not in writing, to which the Company or any of its subsidiaries is a party or by which any of them is bound as of the date hereof, (i) which are required to be filed as "material contracts" with the SEC pursuant to the requirements of the Exchange Act; (ii) under which the consequences of a default, nonrenewal or termination could have a Material Adverse Effect; (iii) pursuant to which payments or acceleration of benefits may be required in excess of $100,000 in the aggregate upon a "change of control" of the Company or its subsidiaries; (iv) which require the consent or waiver of a third party prior to the Company (or its subsidiary, if applicable) consummating the transactions contemplated by this Agreement, except where the failure to obtain such consent or waiver would not, individually or in the aggregate, have a Material Adverse Effect; (v) whose terms would have a Material Adverse Effect on the Offer; (vi) which pertain to the rental by the Company or its subsidiaries of accommodations and involve consideration in excess of $200,000 over the term of the Agreement or have a term that will expire more than six months from the date hereof; (vii) which constitute contracts, agreements, arrangements or understandings between the Company or its subsidiaries and any person for the rental by such person of accommodations and represent individually in excess of $200,000 in annual revenue to the Company or its subsidiaries, as applicable; or (viii) the termination of which would require or result in individual payments by the Company, Acquisition Sub, Fimalac-U.S., Parent or any of their subsidiaries or affiliates in excess of $100,000 (the contracts, agreements, arrangements or understandings referred to in clauses (i) through (viii) above are referred to collectively herein as the "MATERIAL CONTRACTS") and, except as set forth in Section 3.5(a) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is currently negotiating, in discussion with any person with respect to, or a party to any non-binding agreement or understanding with respect to, any Material Contract.
(b) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the articles of incorporation or by-laws of the Company or any...
Material Contracts; No Conflict; Required Filings and Consents. (a) Section 6.5(a) of the IVI Disclosure Schedule includes a list of:
(i) all material Contracts of IVI and its subsidiaries including, without limitation,
A. any Contract which restricts or prohibits IVI or any subsidiary of IVI from engaging in any business activity in any geographic area, line of business or otherwise in competition with any person, and
B. any Contracts with Ingenico; and
(ii) all agreements which, as of the date hereof, would be required to be filed as an exhibit to Form 10-K filed by IVI pursuant to the requirements of the Exchange Act and the SEC's rules thereunder ((i) and (ii) being, collectively, the "IVI Material Contracts").
(b) The execution and delivery of this Agreement by IVI does not, and the performance of this Agreement by IVI will not,
(i) conflict with or result in a default or violation of the Articles of Continuation or By-Laws or equivalent organizational documents of IVI or any of its subsidiaries,
(ii) conflict with or violate any Law or Order applicable to IVI or any of its subsidiaries or by which its or any of their respective businesses or properties is bound or affected, or
(iii) result in any default or violation, or impair IVI's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any IVI Material Contract, or result in the creation of a Lien on any of the properties of IVI or any of its subsidiaries pursuant to any Contract or Approval to which IVI or any of its subsidiaries is a party or by which IVI or any of its subsidiaries or its or any of their respective properties is bound or affected.
(c) No Approval of or with any court, administrative agency or commission or other governmental authority or instrumentality, federal, state, provincial, local, or foreign (each a "governmental entity"), is required to be obtained by IVI or any of its subsidiaries in connection with the execution and delivery of this Agreement or the Plan of Arrangement or the consummation of the Transactions, except for:
(i) the filing with the OSC, the SEC, the Director and the Court and the mailing to shareholders of IVI of the IVI Proxy Statement;
(ii) the furnishing to the SEC of such reports and information under the Exchange Act and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement and the Transactions (the "IVI SEC Filings");
(iii) ap...
Material Contracts; No Conflict; Required Filings and Consents. (a) The term "Material Contracts" shall mean each agreement, contract or other instrument (including all amendments thereto) to which the Company is a party or by which the Company is bound which would require the Company to pay in excess of $100,000 in the aggregate, or which provides that the Company will receive more than $100,000 in the aggregate, or which would otherwise obligate the Company to provide services or products with an aggregate value of in excess of $100,000.
