Material Contracts; No Violation Sample Clauses

Material Contracts; No Violation. (a) Section 4.10(a) of the Company Disclosure Schedule includes a list of each of the following currently outstanding agreements under which the Company or any of its subsidiaries is a party or by which any of their assets are bound: (i) joint venture, partnership, technology sharing and non-competition agreements; (ii) intellectual property or content licensing agreements that involve expenditures by the Company in excess of $25,000 per annum, other than commercial shrink-wrap licenses; (iii) intellectual property or content licensing agreements that involve receipts by the Company in excess of $100,000 per annum, other than commercial shrink-wrap licenses; (iv) agreements with any consultant, independent contractor, employee, officer or director of the Company or any of its subsidiaries, (v) any other agreement evidencing a service arrangement between the Company or any of its subsidiaries with a third party, in each case for annual compensation in excess of $100,000; (vi) distribution agreements that involve expenditures or receipts in excess of $25,000; (vii) all loan agreements, indentures, mortgages, pledges, conditional sale or title retention agreements, security agreements, guaranties, standby letters of credit, equipment leases or lease purchase agreements in an amount equal to or exceeding $25,000 individually or $50,000 in the aggregate; and (viii) agreements, contracts or other instruments (including all amendments thereto) which, in each case, as of the date hereof, will be required to be filed by the Company with the SEC pursuant to the requirements of the Exchange Act as "material contracts" and have not been filed ((i) through (vi) collectively with all agreements, contracts and other instruments (including amendments thereto) that have been filed by the Company with the SEC, being, collectively, the "MATERIAL CONTRACTS" of the Company and its subsidiaries). The Company has made available to Parent prior to the date hereof, true, correct and complete copies in all material respects of each such Material Contract. (b) Except as set forth in Section 4.10(b) of the Company Disclosure Schedule, (i) neither the Company nor any subsidiary has materially breached, is in default under, or has received written notice of any material breach of or default under, any Material Contract, (ii) to the knowledge of the Company, no other party to any of the Material Contracts has materially breached or is in default of any of its obligations thereunder, and...
Sample 1
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Material Contracts; No Violation. (a) Except for the Contracts listed in Section 4.4(a) of the Disclosure Schedule, MediNotes is not a party to, and none of its assets or properties is bound by, any: (i) Contract that involves performance of services or delivery of Software or other products of MediNotes or any other Person, except for Contracts providing for payments by or to MediNotes of less than $25,000 in any instance or $100,000 in the aggregate; (ii) Contract with or obligation to any Governmental Entity, including but not limited to development agreements; (iii) Contract for the future purchase of materials, services or equipment (A) with a future Liability potentially in excess of $25,000 in any instance or $100,000 in the aggregate, or (B) that are not cancelable by MediNotes on no more than 60 days’ notice without liability, penalty or premium; (iv) license, option, escrow agreement or other Contract relating in whole or in part to Company IP, other than licenses contained in Contracts entered into in the ordinary course of business, consistent with past practice, with resellers and other customers of MediNotes for the delivery of Software or other products of MediNotes; (v) lease, sublease or similar Contract under which (A) it is a lessor or sublessor of real property owned by any other Person, or makes available for use to any Person, any portion of any premises otherwise occupied, leased or subleased by it, or (B) it is a lessee or sublessee of, or holds or uses any real property owned by any other Person; (vi) lease, sublease or similar Contract under which (A) it is a lessee or sublessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person, or (B) it is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by it, except in each case for Contracts providing for payments by or to MediNotes of less than $25,000 in any instance or $100,000 in the aggregate; (vii) Contract with any of its officers, directors or employees or any of its former officers, directors or employees, including employee policies of MediNotes (including any severance pay or change in control agreement or policy of MediNotes to provide such payments, and whether such payments are payable upon a termination that is voluntary or non-voluntary); (viii) employee collective bargaining agreement or other Contract with any labor union; (ix) covenant not to compete or other Contract restricting, ...
Sample 1
Material Contracts; No Violation. (a) Except as set forth in Schedule 4.4(a) of the Company Disclosure Schedule, the Company is not a party to nor is the Company or its assets or business bound by any and, with respect to the real property that is the subject of the Transaction Documents none of LHL, HBG or Florida Pines is a party to, nor is the real property that is the subject of the Transaction Documents bound by any: (i) real property purchase, sale or option Contract, other than Contracts for sales of completed homes to individual homebuyers in the ordinary course of business; (ii) Contract with any Governmental Entity that relates to real property owned by the Company or that is the subject of any of the Transaction Documents, including development agreements, that have aggregate future liability or anticipated receipts in excess of $250,000 (other than Contracts for the payment of impact fees pursuant to impact fee schedules); (iii) performance bond in an amount in excess of $250,000; (iv) Contract relating to community development districts; (v) Contract not entered into in the ordinary course of business; (vi) employment Contract; (vii) employee collective bargaining agreement or other Contract with any labor union; (viii) covenant of the Company not to compete; (ix) Contract with (A) either Seller or any Affiliate of either Seller (other than the Company), or (B) to the knowledge of the Sellers and the Company, any current or former officer, director or employee of either Seller or any Affiliate of either Seller (other than the Company); (x) any Contract with any current or former officer, director or employee of the Company (other than advances to employees not in excess of $10,000 and employment Contracts covered by clause (vi) above); (xi) lease, sublease or similar Contract with any Person under which (A) the Company, LHL, HBG or Florida Pines is a lessor or sublessor of, or makes available for use to any Person, (1) any real property of the Company or any of the real property that is the subject of the Transaction Documents, or (2) any portion of any premises otherwise occupied by the Company, or (B) Company is a lessee or sublessee of, or holds or uses any real property owned by any other Person; (xii) lease or similar Contract with any Person under which (A) the Company is lessee or sublessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person (except personal property leases and installment and conditional sales...
Sample 1
Material Contracts; No Violation. (a) Except as set forth in Section 4.4(a) of the Sellers' Disclosure Schedule, none of the Acquired Companies is a party to nor are any of their respective assets or businesses bound by any: (i) real property purchase, sale or option Contract, other than Contracts for sales of completed homes to individual homebuyers in the ordinary course of business; (ii) Contract with any Governmental Entity, including development agreements, that have aggregate future Liability or anticipated receipts in excess of $250,000 (other than Contracts for the payment of impact fees pursuant to impact fee schedules); (iii) performance bond in an amount in excess of $250,000; (iv) Contract relating to community development districts; (v) Contract not entered into in the ordinary course of business; (vi) employment Contract (including any severance pay or change in control agreement); (vii) employee collective bargaining agreement or other Contract with any labor union; (viii) covenant not to compete or other Contract restricting the conduct of business of any of the Acquired Companies; (ix) Contract with any Seller or any Affiliate of any Seller or any current or former officer or director thereof or any immediate family member of any of the foregoing; (x) any Contract with any former shareholder, or any current or former officer, director or employee of any Acquired Company (other than advances to employees not in excess of $10,000 and employment Contracts covered by clause (vi) above), or any immediate family member of any of the foregoing; (xi) lease, sublease or similar Contract with any Person under which (A) any Acquired Company is a lessor or sublessor of, or makes available for use to any Person (other than the Acquired Companies), (1) any real property of the Acquired Companies, or (2) any portion of any premises otherwise occupied by any Acquired Company, or (B) any Acquired Company is a lessee or sublessee of, or holds or uses any real property owned by any other Person (other than the Acquired Companies); (xii) lease, sublease or similar Contract with any Person under which (A) any Acquired Company is a lessee or sublessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person (other than the Acquired Companies and except personal property leases and installment and conditional sales agreements having annual payments of less than $100,000), or (B) any Acquired Company is a lessor or sublessor of, or makes avai...
Sample 1
Material Contracts; No Violation. (a) Except for the Contracts listed in Section 4.4(a) of the Disclosure Schedule, Premise is not a party to, and none of its assets or properties is bound by, any: (i) Contract that involves performance of services or delivery of Software or other products of Premise or any other Person, except for Contracts providing for payments by or to Premise of less than $25,000 annually or $100,000 in the aggregate; (ii) Contract with or obligation to any Governmental Entity, including but not limited to development agreements; (iii) Contract for the future purchase of materials, services or equipment (A) with a future Liability potentially in excess of $25,000 annually or $100,000 in the aggregate, or (B) that are not cancelable by Premise on no more than 60 days’ notice without liability, penalty or premium; (iv) license, option, escrow agreement or other Contract relating in whole or in part to Company IP, other than licenses contained in Contracts entered into in the ordinary course of business, consistent with past practice, with resellers and other customers of Premise for the delivery of Software or other products of Premise; (v) lease, sublease or similar Contract under which (A) it is a lessor or sublessor of real property owned by any other Person, or makes available for use to any Person, any portion of any premises otherwise occupied, leased or subleased by it or (B) it is a lessee or sublessee of, or holds or uses any real property owned by any other Person; (vi) lease, sublease or similar Contract under which (A) it is a lessee or sublessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) it is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by it, except in each case for Contracts providing for payments by or to Premise of less than $25,000 annually or $100,000 in the aggregate; (vii) Contract with any of its officers, directors or employees (including for such purposes persons filling a similar function) or any of its former officers, directors or employees (including for such purposes persons filling a similar function), including employee policies of Premise (including any severance pay or change in control agreement or policy of Premise to provide such payments, and whether such payments are payable upon a termination that is voluntary or nonvoluntary); (viii) employee collective bargaining agreement or other Con...
Sample 1
Material Contracts; No Violation. (a) Section 4.14 of the Cingular Disclosure Schedule lists each Contract to which Cingular Sub is a party, or by which the Cingular Assets are bound, affected or benefited, with any Person or Governmental Body that (i) has aggregate future liability or anticipated receipts in excess of $500,000, (ii) is not terminable without penalty on one hundred twenty (120) or fewer days' notice, or (iii) restricts the ability of Cingular Sub to compete or do business in any market. The Contracts listed in Section 4.14 of the Cingular Disclosure Schedule are CINGULAR WIRELESS LLC EXHIBITS - Interest Purchase Agreement by and among T-Mobile USA, Inc., Omnipoint Communications, Inc., Cingular Wireless LLC and SBC Wireless LLC dated as of May 24, 2004. EXHIBIT 10.66 referred to herein as the "MATERIAL CONTRACTS"; provided, however, that Section 4.14 of the Cingular Disclosure Schedule does not list contracts for Excluded Assets. (b) To the Knowledge of Cingular and SBCW, all Material Contracts are valid, binding, and in full force and effect and are enforceable by Cingular Sub in accordance with their terms subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar Laws relating to creditors' rights and general principles of equity, whether at equity or at law. Cingular Sub has performed all obligations required to be performed by it to date under the Material Contracts and it is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder, except where any such failure, breach or default has not and would not reasonably be expected to result in a Cingular Material Adverse Effect. To the Knowledge of Cingular and SBCW, no other party to any of the Material Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. At Closing, Cingular shall have provided to Purchaser a copy of each Material Contract and such copies shall be true, complete and correct in all material respects.
Sample 1
Material Contracts; No Violation. (a) Except as set forth in Section 3.19(a) of the Parent Disclosure Schedule, (i) neither the Parent nor any subsidiary has breached, is in default under, or has received written notice of any breach or default under, any contract filed as an exhibit or required to be filed as an exhibit to the Parent SEC Reports (a "PARENT MATERIAL CONTRACT"), (ii) to the knowledge of Parent, no other party to any of the Parent Material Contracts has breached or is in default of any of its obligations thereunder, and (iii) each of the Parent Material Contracts is in full force and effect, except in any such case for breaches, defaults or failures to be in full force that in the aggregate do not constitute a Parent Material Adverse Effect. (b) Except as set forth in Section 3.19(b) of the Parent Disclosure Schedule, the execution and delivery of this Agreement by the Parent does not, and the performance of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent will, (i) conflict with or violate the certificate of incorporation or bylaws of Parent, (ii) conflict with or violate any Laws applicable to the Parent or any subsidiary or by which any of their respective properties are 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 subsidiary's 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 contract, or result in the creation of a Lien on any of the properties or assets of the Company or any subsidiary pursuant to, any material contract filed as an exhibit or required to be filed as an exhibit to the Parent SEC Reports or other note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any subsidiary is a party or by which Parent or any subsidiary or any of their respective properties are bound or affected, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a Parent Material Adverse Effect.
Sample 1
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Material Contracts; No Violation. (a) Except as set forth in Section 4.4(a) of the Sellers’ Disclosure Schedule, Contracts permitted to be entered into after the date hereof under Section 6.1(k) or Contracts entered into in connection with the transactions contemplated in Section 2.3(d), none of the Acquired Companies is a party to nor are any of their respective assets bound by any Contract: (i) that restricts in any material manner any Acquired Company from carrying on its business as currently conducted; (ii) to provide funds to or to make any investment in any other Person (in the form of a loan, capital contribution or otherwise); (iii) with respect to obligations as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other Person; (iv) for any line of credit, standby financing, revolving credit, term credit or other Contract relating to Debt; (v) with advisors, independent contractors or consultants that (A) are not cancelable by the Acquired Company on no more than 60 days’ notice and without liability, penalty or premium or (B) require payments of more than $200,000 in any twelve-month period; (vi) relating to the supply of products to any Acquired Company or for the sale or distribution of products by or for any Acquired Company, other than Contracts which (A) are for a term of no more than 90 days or are cancelable by the Acquired Company on no more than 90 days’ notice and without liability, penalty or premium or (B) require payments of no more than $500,000 in any twelve month period; (vii) with any Governmental Entity or involving the provision of products to a Governmental Entity which require payments of more than $250,000 in any twelve-month period; (viii) with any employee of any of the Acquired Companies (including any employment, severance or change in control agreement) which provide for annual compensation, severance or other payments of more than $100,000; (ix) for the lease or sublease of Real Property under which (A) any Acquired Company is a lessor or sublessor of, or makes available for use to any Person (other than the Acquired Companies), any Real Property of the Acquired Companies, or (B) any Acquired Company is a lessee or sublessee of, or holds or uses any Real Property owned by any other Person (other than the Acquired Companies); (x) for the lease or sublease of personal property under which (A) any Acquired Company is a lessee or sublessee of, or holds or uses, any machinery, equipment, vehicle or o...
Sample 1
Material Contracts; No Violation. (a) Except as set forth in Section 2.7(a) of the Disclosure Schedule, neither the Company nor the Subsidiary is a party to nor are any of their respective assets or businesses bound by any: (i) agreement that provides for either the Company or the Subsidiary to pay or receive more than $20,000.00 in the aggregate; (ii) Contract with any Governmental Entity; (iii) Contract not entered into in the ordinary course of business; (iv) employment Contract or employee collective bargaining agreement or other Contract with any labor union (including any severance pay or change in control agreement); (v) covenant not to compete or other Contract restricting the conduct of business of the Company or the Subsidiary; (vi) Contract with any of its shareholders or any Affiliate of any such shareholder or the Company, the Subsidiary or any current or former shareholder, employee, officer or director thereof or any immediate family member of any of the foregoing; (vii) license, option or other Contract relating in whole or in part to the Intellectual Property (as defined in Section 2.19(a)) set forth in Section 2.19(a) of the Disclosure Schedule; (viii) Contract under which the Company or the Subsidiary has borrowed any money from, or issued any note, bond, debenture or other evidence of Debt or reimbursement obligation to, any Person or any other note, bond, debenture or other evidence of Debt issued to any Person; (ix) Contract (including so-called take-or-pay or keep-well agreements) under which (A) any Person has directly or indirectly guaranteed Debt or other obligations of the Company or the Subsidiary, or (B) the Company or the Subsidiary has directly or indirectly guaranteed or directly or indirectly assumed Debt or other obligations of any Person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (x) Contract providing for indemnification of any Person with respect to Liabilities relating to any current or former business of the Company or the Subsidiary or any of their respective Affiliates or any predecessor of such Persons; (xi) power of attorney (other than powers of attorney entered into in the ordinary course of business); (xii) tax sharing or tax allocation agreement; (xiii) joint venture or partnership agreement or similar Contract; or (xiv) any other Contract that is material to the Company and the Subsidiary, taken as a whole, not otherwise listed in Section 2.7(a) of the Disclosure Schedule. (b) (i) ...
Sample 1

Related to Material Contracts; No Violation

  • Material Contracts; Defaults (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

  • Material Contracts (a) Except as filed as an exhibit to the Company SEC Filings or as set forth on Schedule 3.23, there are none of the following (each a “Material Contract”): (i) Contracts restricting the payment of dividends upon, or the redemption, repurchase or conversion of, the Convertible Preferred Stock or the Common Stock issuable upon conversion thereof; (ii) joint venture, partnership, limited liability or other similar Contract or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and its Subsidiaries, taken as a whole; (iii) any Contract relating to the acquisition or disposition of any business, stock or assets that (x) is material to the business of the Company and its Subsidiaries, taken as a whole, other than in the ordinary course of business consistent with past practice, or (y) has representations, covenants, escrows, indemnities, purchase price payments, “earn-outs”, adjustments or other obligations that are still in effect; (iv) Contracts containing any covenant (x) limiting the right of the Company or any of its Subsidiaries to engage in any line of business or in any geographic area, or (y) prohibiting the Company or any of its Subsidiaries from engaging in business with any Person or levying a fine, charge or other payment for doing so; (v) “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, excluding any exhibits, schedules and annexes to such material contracts that are not required to be filed with the SEC, and those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to the Company and its Subsidiaries required to be filed with the SEC (the Material Contracts, together with any lease, binding commitment, option, insurance policy, benefit plan or other contract, agreement, instrument or obligation (whether oral or written) to which the Company or any of its Subsidiaries may be bound, the “Contracts”); (vi) Contracts relating to indebtedness for borrowed money of the Company or any of its Subsidiaries in an amount exceeding $250,000; (vii) Contracts (other than the Transaction Agreements) that would be or purport to be binding on the Purchasers or any of their Affiliates after the Closing; (viii) Contracts with any Governmental Entity that imposes any material obligation or restriction on the Company or any of its Subsidiaries, taken as a whole; and (ix) any material Contract with any current or former director, officer or employee, or with any HRG Affiliate. (b) Each Material Contract is valid and binding on the Company (and/or each such Subsidiary of the Company party thereto) and, to the Knowledge of the Company, on each other party thereto, and is in full force and effect, and neither the Company nor any of its Subsidiaries that is a party thereto, nor, to the Knowledge of the Company, any other party thereto, is in breach of, or default under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder or would result in the termination thereof or would cause or permit the acceleration or other change of any right or obligation of the loss of any benefit thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, except for such failures to be in full force and effect and such breaches and defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Contracts; No Defaults (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of: (i) each Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000. (ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000: (iii) each current Insurance Policy; (iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000; (v) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00); (vi) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (viii) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (ix) each Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person; (x) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (xi) each power of attorney that is currently effective and outstanding; (xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xiii) each Contract for capital expenditures in excess of $10,000; (xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;. (b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.

  • Governmental Filings; No Violations; Certain Contracts (i) Other than the filing of the Certificate of Merger pursuant to Section 1.6, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

  • Material Contract “Material Contract” is defined in Section 3.9(a) of the Agreement.

  • Authorization; No Violation Guarantor is authorized to execute, deliver and perform under this Guaranty, which is a valid, binding, and enforceable obligation of Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditor's rights generally. The execution, delivery and performance of this Guaranty are not in violation of any applicable law, regulation or ordinance, or any order or ruling of any court or governmental agency applicable to the Guarantor. The Guaranty does not conflict with, or constitute a breach or default under, any agreement to which Guarantor is a party.

  • Compliance with Material Contracts Each Credit Party shall, and shall cause each of its Subsidiaries to, perform and observe all the material terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time reasonably requested by the Administrative Agent and, upon the reasonable request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Credit Party is entitled to make under such Material Contract.

  • Other Material Contracts Company has no lease, contract or commitment of any nature affecting the Business and involving consideration or other expenditure in excess of $100,000.00, or involving performance over a period of more than twelve (12) months, or which is otherwise individually material to the operations of the Business, except for purchase orders taken in the ordinary course of business and except as explicitly described in Schedule 5.11(l) or in any other Schedule of the Disclosure Schedule.

  • Compliance with Laws and Material Contracts Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien upon either (i) a material portion of the assets of any such Person in favor of any Governmental Authority, or (ii) any Collateral which is part of the Borrowing Base.

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