Other Material Contracts and Commitments Sample Clauses

Other Material Contracts and Commitments. Set forth in Exhibit 3.18 and delivered to Purchaser are copies of all material contracts, agreements, instruments and other commitments to which the Company is a party and which are not included in other exhibits hereto. Except as included in said Exhibit 3.8 and such other exhibits to this Agreement, the Company is not a party to or bound by any written or oral (a) material contract, agreement or other instrument or understanding creating a liability; (b) material lease, mortgage, pledge, conditional sales contract, security agreement, factoring agreement or other similar agreement with respect to any real or personal property, whether as lessor or lessee or otherwise; (c) material agreement or arrangement for the borrowing of money or for a line of credit; (e) agreement or arrangement any for the sale of the assets of the Company or for the grant of any preferential rights to purchase any of the assets, property or rights of the Company or for the transfer or the assignment thereof other than the ordinary course of business of the Company; (f) guarantee, surety, subordination or other agreement for related type of agreement or arrangement; (g) agreement of any kind with any director or officer or with any associate of any such person; (h) material agreement or commitment for capital expenditures or for the acquisition of fixed assets. As used in this Section 3.18, the term "material" refers to any contract, agreement, commitment, instrument or understanding involving a liability, actual or potential, in excess of $5,000.
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Other Material Contracts and Commitments. Except as disclosed in Schedule 3.20 or another Schedule hereto, the Company is not a party to and none of its properties are bound by any of the following types of contracts or commitments, written or oral: (a) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money in excess of $10,000.00 in the aggregate or extension of credit in excess of $10,000.00 in the aggregate or imposition of an encumbrance on any of the assets of the Company; (b) any contract with any officer, director or with any employee of the Company (other than agreements relating to current wage or salary payments terminable by the Company on notice of thirty (30) days or less); (c) any contract or promissory note or other instrument with any Affiliate (as hereinafter defined) of the Company; (d) any guarantee of the obligations of any person or entity or obligation to provide funds or assume the debt of any person or entity; (e) any option or right to acquire any assets of the Company outside of the ordinary course of business; or (f) profit-sharing, stock option, pension, or retirement agreements, shareholder or similar agreements or arrangements, trusts, or funds for the benefit of employees (collectively, the "Other Contracts"). The Company has delivered to Parent complete and correct copies of all of the Other Contracts as are in writing, together with all amendments thereto, and accurate descriptions of all of the other Contracts which are oral. The Company is not in default with respect to any of the Other Contracts, and to the knowledge of the Company, Xxxxxx and Xxxxxxx, no other party to any of the Other Contracts is in default with respect thereto. Except as specifically set forth on Schedule 3.20, each of the Other Contracts will continue in full force and effect after the Effective Time without any right on the part of
Sample 1
Other Material Contracts and Commitments. (a) Except as disclosed in Schedule 3.19(a) or in another Schedule hereto, neither the Company nor a Subsidiary is a party to, and none of its properties are bound by, any of the following types of contracts or commitments, written or oral: (i)
Sample 1
Other Material Contracts and Commitments. Except as disclosed in Schedule 3.20 or in another Schedule hereto, the Company is not a party to, and none of its properties are bound by, any of the following types of contracts or commitments, written or oral: (i) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit or imposition of an encumbrance on any of the assets of the Company, (ii) agreements with any labor union or other collective bargaining unit, (iii) bonus or compensation agreements (including nonqualified deferred compensation) which have not been incurred in the ordinary course of business of the Company consistent with past practices, (iv) profit-sharing, stock option, pension, or retirement agreements, shareholder or similar agreements or arrangements, trusts, or funds for the benefit of employees, (v) sales agency, manufacturer's representative, distributorship or supply agreements, (vi) other contracts and commitments which in any case involve payments or receipts of more 19 27 than $25,000, (vii) any contract for the purchase, sale or lease of real or personal property, either as lessor or lessee, which contracts have not been fully performed as of the date hereof, or which in any case involve payment in excess of $25,000; (viii) any contract with any officer, director or with any employee of the Company (other than agreements relating to current wage or salary payments terminable by the Company on notice of thirty (30) days or less), (ix) any contract or promissory note or other instrument with any Affiliate (as hereinafter defined) of the Company, or (x) any guarantee or obligation to provide funds or assume the debt of any person or entity. The Company has delivered or otherwise made available to Parent complete and correct copies of all written contracts and commitments, together with all amendments thereto, and accurate descriptions of all oral agreements, described in Schedule 3.20 or any other Schedule hereto. The Company is not in default with respect to any such contract, and, to the knowledge of the Company and each of the Shareholders, no other party to any such contract is in default with respect thereto. Except as disclosed in Schedule 3.20, each such contract will continue in full force and effect after the Effective Time without any right on the part of any party thereto to terminate the same as a result of the occurrence of the Merger. For purposes of this Agreement, "Affiliate" of the...
Sample 1
Other Material Contracts and Commitments. Except as disclosed in Schedule 3.20 or in another Schedule hereto, the Company is not a party to, and none of its properties are bound by, any of the following types of contracts or commitments, written or oral: (i) mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit or imposition of an encumbrance on any of the assets of the Company, other than trade payables incurred in the ordinary course of its business, (ii) agreements with any labor union or other collective bargaining unit, (iii) bonus or compensation agreements (including nonqualified deferred compensation) which have not been incurred in the ordinary course of business of the Company consistent with past practices, (iv) profit-sharing, stock option, pension, or retirement agreements, shareholder or similar agreements or arrangements, trusts, or funds for the benefit of employees, (v) sales agency, manufacturer's representative, distributorship or supply agreements, other than standard producer agreements with independent producers, (vi) other contracts and commitments which in any case involve payments or receipts of more than $25,000, (vii) any contract for the purchase, sale or lease of real or personal property, either as lessor or lessee, which contracts have not been fully performed as of the date hereof, or which in any case involve payment in excess of $25,000; (viii) any contract with any officer, director or with any employee of the Company (other than agreements relating to current wage or salary payments terminable by the Company on notice of thirty (30) days or less), (ix) any contract or promissory note or other instrument with any Affiliate (as hereinafter defined) of the Company, or (x) any guarantee or obligation to provide funds or assume the debt of any person or entity. The Company has delivered to Parent complete and correct copies of all written contracts and commitments, together with all amendments thereto, and accurate descriptions of all oral agreements, described in Schedule 3.20 or any other Schedule hereto. The Company is not in default with respect to any such contract, and no other party to any such contract is in default with respect thereto. Except as disclosed in Schedule 3.20, each such contract will continue in full force and effect after the Effective Time without any right on the part of any party thereto to terminate the same as a result of the occurrence of the Merger. For ...
Sample 1

Related to Other Material Contracts and Commitments

  • Material Contracts and Commitments Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.

  • Contracts and Commitments (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"):

  • SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.

  • 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.

  • Contracts and Commitments; No Default (a) Except as set forth in the Company Disclosure Schedule, the Company is not a party to, nor are any of the Assets bound by, any written or oral:

  • Agreements, Contracts and Commitments Neither Company nor any of its subsidiaries is a party to or is bound by:

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

  • Commitments and Contracts (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”):

  • Amendment, Etc. of Material Contracts Cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default under or breach of any Material Contract, agree in any manner to any other amendment, modification or change of any term or condition of any Material Contract or take any other action in connection with any Material Contract that would impair in any material respect the value of the interest or rights of any Loan Party thereunder or that would impair or otherwise adversely affect in any material respect the interest or rights, if any, of any Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing, in each case in a manner that could reasonably be expected to have a Material Adverse Effect, in each case taking into account the effect of any agreements that supplement or serve to substitute for, in whole or in part, such Material Contract.

  • Agreements and Commitments Seller has delivered to or made available for inspection by Buyer a list (Schedule 3.19 of the Seller Disclosure Letter) of all commitments, contracts, leases, and agreements, written or oral, which materially affect the Hospital Facilities, the Purchased Assets, or the operation thereof, to which Seller is a party or by which Seller, the Hospital Facilities, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts, including, without limitation, (a) Physician Employment Agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Hospital Facilities or the Purchased Assets, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities or the Purchased Assets, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities or the Purchased Assets, (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by Seller.

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