Other Contracts and Commitments Clause Samples

Other Contracts and Commitments. EXHIBIT B a. Seller has furnished Buyer with a true and correct copy of each written Contract, and a written description of each oral Contract referred to in the Disclosure Letter, together with all amendments, waivers, or other changes thereto. b. Except as specifically disclosed in the Disclosure Letter: (i) no supplier has indicated that it will stop or decrease the rate of business done with Seller, except for changes in the ordinary course of the SOR Wheel Business; (ii) Seller has performed in all material respects the obligations required to be performed by it in connection with the Contracts and Seller has not been advised of or received any claim of default under any Contract required to be disclosed hereunder; (iii) Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract; and (iv) to Seller's knowledge there has been no breach and there is no anticipated breach by any other party to any Contract.

Other Contracts and Commitments a. The Disclosure Letter sets forth the material terms of each Contract and identifies each Contract which is not terminable at will by Seller. EXHIBIT B b. Seller has furnished Buyer with a true and correct copy of each written Contract, and a written description of each oral Contract referred to in the Disclosure Letter, together with all amendments, waivers, or other changes thereto. c. Except as specifically disclosed in the Disclosure Letter: (i) no supplier has indicated that it will stop or decrease the rate of business done with Seller, except for changes in the ordinary course of the Wrought Wheel Business; (ii) Seller has performed in all material respects the obligations required to be performed by it in connection with the Contracts and Seller has not been advised of or received any claim of default under any Contract required to be disclosed hereunder; (iii) Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract; and (iv) there has been no breach and there is no anticipated breach by any other party to any Contract. d. Seller must disclose any pending credits due on any account for advertising allowance or co-op, volume bonus rebates, or any other type of credit or rebate. e. Seller must state any pricing commitments, guarantees or contracts with customers or vendors.

Other Contracts and Commitments. Seller shall not (and shall not permit UK Subsidiary, Korean Subsidiary and Factory Power to), without the prior consent of Buyer, enter into any lease, agreement, undertaking, contract or commitment involving a liability on the part of Seller in respect of MTG, UK Subsidiary, Korean Subsidiary or

Other Contracts and Commitments. Neither the Company nor any of the Drilling Partnerships has outstanding (i) any contract, bid or offer to provide services to third parties which (A) the Company knows or has reason to believe is at a price or on terms which would not result in a net profit to the Company in providing such services, or (B) includes terms and conditions the Company or the applicable Partnership cannot reasonably expect to satisfy or fulfill in their entirety; (ii) any revocable or irrevocable power of attorney to any person, firm or corporation for any purpose whatsoever; (iii) any loan agreement, indenture, promissory note, conditional sales agreement or other similar type of agreement, except to the extent the indebtedness thereunder is reflected on the September 30, 1997 Financial Statements (including inter-Company indebtedness eliminated by principles of consolidation), (iv) any forward sale, swap or other type of hedging agreement or commitment, or (v) except as disclosed on Schedule 4.5 or Schedule 4.16, any other material contract or commitment not directly related to operations on the Properties and which is not cancelable without liability or penalty on sixty (60) days notice or less.

Other Contracts and Commitments. Amtech shall not (and shall not ------------------------------- permit the Acquired Subsidiaries to), without the prior consent of UNOVA, enter into any lease, agreement, undertaking, contract or commitment involving a liability on the part of any member of TSG in excess of $100,000 or having a term in excess of one year (other than as permitted by this Agreement). To the extent of its legal power, Amtech shall not permit ACL to enter into any business combination with any other entity without the prior consent of UNOVA.

Other Contracts and Commitments of the Disclosure Schedule identifies each of the following contracts and commitments (collectively, the "Contracts") to which MGU is a party or is bound (other than those referred to in Sections 3.8, 3.9, 3.10, and 3.11):

Other Contracts and Commitments. (a) Except as set forth in Section 2.18 or 2.19 of the Disclosure Schedule, or as contemplated by this Agreement or the agreements and instruments executed in connection herewith, neither the Company nor any of the Subsidiaries has or is bound by: (i) any agreement, contract or commitment which involves or could involve in excess of $10,000 (or $5,000 if not entered into in the ordinary course of business) or which had an unexpired term in excess of five years; (ii) any agreement, contract or instrument that grants a power of attorney, agency or similar authority to another person or entity (other than officers of the Company acting within the scope of their authority); (iii) any loan or advance to, investment in, guaranty or other contingent liability in respect of any indebtedness or obligation of, any individual, partnership, joint venture, corporation, trust, unincorporated organization, government or other entity or any agreement, contract or commitment relating to the making of any such loan, advance or investment; (iv) any agreement, contract or commitment relating to the employment of any person by the Company or any of the Subsidiaries, or any bonus, deferred compensation, pension, severance, profit sharing, stock option, employee stock purchase, retirement or other employee benefit plan; (v) any management service, consulting, sales representative, distributor or similar type of contract; (vi) any confidentiality, non-disclosure or similar agreement; (vii) any sales contracts, commitments or proposals which continue for a period of more than 12 months; (viii) any agreement, contract or commitment which might reasonably be expected to have a Material Adverse Effect; (ix) any agreement, contract or commitment limiting the freedom of the Company or any of the Subsidiaries to engage in any line of business or compete with any person or which restricts in any material respect the ability of the Company or any of the Subsidiaries to conduct its business in any manner or place; (x) any contract or agreement that contains a right of first refusal; or (xi) any contract or agreement requiring the Company or any of the Subsidiaries to buy or sell goods or services with respect to where there will be costs and expenses materially in excess of expected receipts. (b) Each contract, agreement and commitment listed in Section 2.19 of the Disclosure Schedule is valid and in full force and effect, and there exists no default or event of default or event, occurrenc...

Other Contracts and Commitments. The Company is not in default in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in any material agreement or instrument to which it is a party and no event or condition has occurred which, with the giving of notice or lapse of time, or both, would constitute such a default, which could reasonably be expected to result in a material adverse change in the business, operations or financial condition of the Company.

Other Contracts and Commitments. Schedule 5.14 sets forth a complete and accurate list of all Material Other Contracts. Other than with respect to such matters which, alone or in the aggregate, would not have a Material Adverse Effect, (i) each of the Other Contracts is a valid and subsisting contract of all the parties thereto in full force and effect without modification, (ii) Sellers are not in default under any of the Other Contracts and have performed all obligations required to be performed by them thereunder, and (iii) all of the Other Contracts are legal, valid and binding obligations and are in full force and effect as of the date hereof and enforceable in accordance with their terms (except that such enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium (whether general or specific) or other laws now or hereafter in effect relating to creditor's rights generally and the remedy of specific enforcement and injunctive or other forms of equitable relief may be subject to equitable defense and to the discretion of the court before which any proceeding therefor may be brought). The Other Contracts include every contract, written or oral, to which any of Sellers is a party, that is directly related to the Music Business. Sellers have disclosed and delivered, prior to the date hereof, copies of all Other Contracts.