Properties, Contracts, Employees and Other Agreements Sample Clauses

Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule are a true, accurate and complete copy of the following: (i) A brief description and the location of all real property owned by Heritage and the Subsidiaries and the principal buildings and structures located thereon and each lease of real property to which Heritage or any Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) a list of all agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of Heritage or any Subsidiary which individually or in the aggregate: (A) involve payment or receipt by Heritage or any Subsidiary (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) of more than $50,000; (B) involve payments based on profits of Heritage or any Subsidiary; (C) relate to the purchase of goods, products, supplies or services in excess of $50,000; (D) were not made in the ordinary course of business; or (E) may not be terminated without penalty within one (1) year from the date of this Agreement; and (iii) The name and current annual salary of each director, officer and employee of Heritage or any Subsidiary whose current annual salary is in excess of $50,000, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by Heritage or any Subsidiary to or for the benefit of each such person for the year ended December 31, 1998, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person. (b) Each of the agreements, contracts, commitments, leases, instruments and documents set forth in the Disclosure Schedule relating to this Section 4.09 is valid and enforceable in accordance with its terms, except to the extent limited by general principles of equity and public policy or by bankruptcy, insolvency, fraudulent transfer, readjustment of debt or other laws of general application relative to or affecting the enforcement of creditor's rights, and Heritage and the Subsidiaries are, and, to the best knowledge of Heritage after due inquiry, all other parties thereto are, in compliance with the provisions thereof, and Heritage and the Subsidiaries are not in default in the performance, observance or fulfillment of any obligation, covenant or provision contained therein. None of the foregoing requires the consent of any p...
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Properties, Contracts, Employees and Other Agreements. (a) Set forth in the POHF Disclosure Schedule are true, accurate and complete copies of the following: (i) A brief description and the location of all real property owned by POHF or Peoples Savings (other than Other Real Estate Owned ("OREO")) and the principal buildings and structures located thereon, together with a legal description of such real property and, within forty-five (45) days of the date of this Agreement, a commitment for a title insurance policy (obtained at the expense of MainSource) insuring the same and a survey drawing (obtained at the expense of MainSource) of each parcel of real property owned by POHF or Peoples Savings, and each lease of real property to which POHF or Peoples Savings is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) All conditional sales contracts or other title retention agreements relating to POHF or Peoples Savings and agreements for the purchase of federal funds; (iii) All agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of POHF or Peoples Savings which individually or in the aggregate: (A) involve payment or receipt by POHF or Peoples Savings (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) of more than $25,000; (B) involve payments based on profits of POHF or Peoples Savings; (C) relate to the purchase of goods, products, supplies or services in excess of $15,000; (D) were not made in the ordinary course of business; (E) may not be terminated without penalty at will or upon notice of ninety (90) days or less; or (F) involve the employment of, or payment to, any present or former directors, officers, employees or consultants relating to their services as such with POHF; and (iv) The name and current annual salary of each director, officer and employee of POHF or Peoples Savings whose current annual salary is in excess of $50,000, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by POHF or Peoples Savings to or for the benefit of each such person for the fiscal year ended June 30, 2005, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person. (b) POHF has, prior to the date of this Agreement, provided or given access to MainSource to the files and documentation of all borrowers of Peoples Savin...
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Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule is a true, accurate and complete copy and, when applicable, a list or description of the following: (i) A brief description and the location of all real property owned by Shelby County, SCSB and each of the Subsidiaries and the principal buildings and structures located thereon, together with a legal description of such real property, and each lease of real property to which Shelby County, SCSB or either of the Subsidiaries is a party (excluding any exhibits thereto which are not material), identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) All loan or credit agreements and promissory notes relating to money borrowed by Shelby County, SCSB and the Subsidiaries, all land, conditional sales or installment sales contracts or other title retention agreements and all agreements for the purchase of federal funds to which Shelby County, SCSB or either of the Subsidiaries is a party; (iii) All agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of Shelby County, SCSB or either of the Subsidiaries which individually or in the aggregate: (A) involve payment or receipt by Shelby County, SCSB or either of the Subsidiaries (other than as disbursements of loan proceeds to customers or loan payments by customers) of more than $10,000 during any twelve (12) month period; (B) involve payments based on profits of Shelby County, SCSB or either of the Subsidiaries; (C) relate to the purchase of goods, products, supplies or services in excess of $5,000; (D) were not made in the ordinary course of business; or (E) may not be terminated without penalty within one (1) year from the date of this Agreement; and (iv) The name and current annual salary of each director, officer and employee of Shelby County, SCSB or either of the Subsidiaries whose current annual salary and bonus or incentive compensation from Shelby County, SCSB or either of the Subsidiaries is in excess of $25,000, and the profit sharing and other form of compensation (other than salary) paid or payable by Shelby County, SCSB or either of the Subsidiaries to or for the benefit of each such person for the fiscal years ended September 30, 1996 and 1997. (b) SCSB has, prior to the date of this Agreement, provided or given access to Blue River to the files and documentation of all of its borrowers, or persons or entities that are or may...
Sample 1
Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule are true, accurate and complete copies of the following: (i) A brief description and the location of all real property owned by MBC and each Subsidiary and the principal buildings and structures located thereon and each lease of real property to which MBC or either Subsidiary is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) a list of all agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of MBC or either Subsidiary which individually or in the aggregate: (A) involve payment or receipt by MBC or either Subsidiary (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) of more than $30,000 per annum or in excess of $150,000 for the remaining term of such agreement; (B) involve payments based on profits of MBC or either Subsidiary; (C) relate to the purchase of goods, products, supplies or services in excess of $50,000; (D) were not made in the ordinary course of business; (E) may not be terminated without penalty within one (1) year from the date of this Agreement; (F) to which MBC or any of its Subsidiaries is a party, on the one hand, and under which any affiliate, officer, director or employee of MBC or any of its Subsidiaries, or any person who owns more than 10% of the outstanding MBC Common Stock, on the other hand, is a party or beneficiary; or (G) with respect to the employment of, or payment to, any present or former directors, officers, employees or consultants relating to their services as such with MBC or any Subsidiary; and (iii) The name and current annual salary of each director, officer and employee of MBC or either Subsidiary whose current annual salary is in excess of $75,000, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by MBC or either Subsidiary to or for the benefit of each such person for the year ended December 31, 2001, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person. (b) Each of the agreements, contracts, commitments, leases, instruments and documents set forth in the Disclosure Schedule relating to this Section 4.08 is valid and enforceable in accordance with its terms, except to the extent limited by general principles of equity and public policy or by bankruptcy, ins...
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Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule is a true, accurate and complete copy of the following: (i) A brief description and the location of all real property owned by Community or Bank and the principal buildings and structures located thereon, together with a legal description of such real property and a title insurance policy or abstract opinion insuring the same, and each lease of real property to which Community or Bank is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) All conditional sales contracts or other title retention agreements relating to Community or Bank and agreements for the purchase of federal funds; (iii) All agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of Community or Bank which individually or in the aggregate: (A) involve payment or receipt by Community or Bank (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) of more than $10,000; (B) involve payments based on profits of Community or Bank; (C) relate to the purchase of goods, products, supplies or services in excess of $10,000; (D) were not made in the ordinary course of business; or (E) may not be terminated without penalty within one (1) year from the date of this Agreement; (iv) The name and current annual salary of each director, officer and employee of Community or Bank whose current annual salary is in excess of $50,000, and the profit sharing, bonus or other form of compensation (other than basic salary) paid or payable by Community or Bank to or for the benefit of each such person for the year ended December 31, 2000 and 1999, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person; and (v) A brief description (with reference to any applicable contractual provisions) of any obligations or liabilities (whether absolute, accrued, contingent or otherwise) of Community or Bank related to American Bank of Illinois in Highland, MidAmerica Bank of St. Clair County, or The Egyptian State Bank which will continue or arise at or exist subsequent to consummation of the sale by Community of the stock which it now owns or owned in the past of American Bank of Illinois in Highland, MidAmerica Bank of St. Clair County, or The Egyptian State Bank (b) Community and Bank have, prior to the date of this Agreement, pro...
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Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule are true, accurate and complete copies of the following: (1) A brief description and the location of all real property owned by LxXxxxxxxx Corporation or LxXxxxxxxx Bank (other than Other Real Estate Owned (“OREO”)), together with a legal description of such real property, a title insurance policy insuring the same, and a survey drawing of any parcel of real property owned by LxXxxxxxxx Corporation or LxXxxxxxxx Bank; (2) All conditional sales contracts or other title retention agreements relating to LxXxxxxxxx Corporation or LxXxxxxxxx Bank and agreements for the purchase of Federal funds; (3) All agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of LxXxxxxxxx Corporation or LxXxxxxxxx Bank which individually or in the aggregate: (A) involve payment or receipt by LxXxxxxxxx Corporation or LxXxxxxxxx Bank (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits and other customer loan and deposit transactions) of more than $25,000; (B) involve payments based on profits of LxXxxxxxxx Corporation or LxXxxxxxxx Bank; (C) relate to the purchase of goods, products, supplies or services in excess of $25,000; (D) were not made in the ordinary course of business and involve payment or receipt by LxXxxxxxxx Corporation or LxXxxxxxxx Bank of more than $25,000; (E) may not be terminated without penalty at-will or upon notice of ninety (90) days or less; or (F) involve the employment of, or payment to, any present or former directors, officers, employees or consultants relating to their services as such with LxXxxxxxxx Corporation or LxXxxxxxxx Bank; and (4) The name, salary for the fiscal year ended December 31, 2009, and current annual salary of each director, officer and employee of LxXxxxxxxx Corporation or LxXxxxxxxx Bank whose current annual salary is in excess of $50,000, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by LxXxxxxxxx Corporation or LxXxxxxxxx Bank to or for the benefit of each such person for the fiscal year ended December 31, 2009, and any employment, severance, change-of-control or deferred compensation agreement or arrangement with respect to each such person. (b) LxXxxxxxxx Corporation has, prior to the date of this Agreement, provided or given access to CTBI to the files and documentation in its possession relating to all borrowers of LxXxxxxxxx Bank, o...
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Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule are true, accurate and complete copies of the following: (i) A brief description and the location of all real property owned by UCBC or Union Federal (other than Other Real Estate Owned (“OREO”)) and the principal buildings and structures located thereon, together with a legal description of such real property and, within forty-five (45) days of the date of this Agreement, at MainSource’s expense, a title insurance policy insuring the same and a survey drawing of each parcel of real property owned by UCBC or Union Federal, and each lease of real property to which UCBC or Union Federal is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) All conditional sales contracts or other title retention agreements relating to UCBC or Union Federal and agreements for the purchase of federal funds; (iii) All agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of UCBC or Union Federal which individually or in the aggregate: (A) involve payment or receipt by UCBC or Union Federal (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) of more than $25,000; (B) involve payments based on profits of UCBC or Union Federal; (C) relate to the purchase of goods, products, supplies or services in excess of $15,000; (D) were not made in the ordinary course of business; (E) may not be terminated without penalty at will or upon notice of ninety (90) days or less; or (F) involve the employment of, or payment to, any present or former directors, officers, employees or consultants relating to their services as such with UCBC; and (iv) The name and current annual salary of each director, officer and employee of UCBC or Union Federal whose current annual salary is in excess of $50,000, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by UCBC or Union Federal to or for the benefit of each such person for the fiscal year ended December 31, 2004, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person. (b) UCBC has, prior to the date of this Agreement, provided or given access to MainSource to the files and documentation of all borrowers of Union Federal, or persons or entities that are or may become obligated to Union Federal under an existin...
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Properties, Contracts, Employees and Other Agreements. Set forth in the Disclosure Schedule is a true, accurate and complete copy and, when applicable, a list or description of the following:
Sample 1
Properties, Contracts, Employees and Other Agreements. (a) Set forth in the Disclosure Schedule are true, accurate and complete copies of the following: (i) A brief description and the location of all real property owned by Peoples or the Bank and the principal buildings and structures located thereon, together with a legal description of such real property and, within thirty (30) days of the date of this Agreement a title insurance policy insuring the same and a survey drawing of each parcel of real property owned by Peoples, and each lease of real property to which Peoples or the Bank is a party, identifying the parties thereto, the annual rental payable, the expiration date of the lease and a brief description of the property covered; (ii) All conditional sales contracts or other title retention agreements relating to Peoples or the Bank and agreements for the purchase of federal funds; (iii) All agreements, contracts, leases, licenses, lines of credit, understandings, commitments or obligations of Peoples or the Bank which individually or in the aggregate: A. involve payment or receipt by Peoples or the Bank (other than as disbursements of loan proceeds to customers, loan payments by customers or customer deposits) of more than $10,000; B. involve payments based on profits of Peoples or the Bank; C. relate to the purchase of goods, products, supplies or services in excess of $10,000; D. were not made in the ordinary course of business; or E. may not be terminated without penalty within one (1) year from the date of this Agreement; and (iv) The name and current annual salary of each director, officer and employee of Peoples or the Bank whose current annual salary is in excess of $50,000, and the profit sharing, bonus or other form of compensation (other than salary) paid or payable by Peoples or the Bank to or for the benefit of each such person for the year ended December 31, 2002, and any employment, severance or deferred compensation agreement or arrangement with respect to each such person. (b) Peoples and the Bank have, prior to the date of this Agreement, provided or given access to MainSource to the files and documentation of all borrowers of the Bank, or persons or entities that are or may become obligated to the Bank under an existing letter of credit, line of credit, loan transaction, loan agreement, promissory note or other commitment of the Bank, in excess of $10,000 individually or in the aggregate, whether in principal, interest or otherwise, and including all guarantors of such indebtedness. ...
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Related to Properties, Contracts, Employees and Other Agreements

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Contracts and Other Commitments The Company does not have and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000 and do not extend for more than one year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days’ notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company’s business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the Company’s acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) shall not be considered to be contracts entered into in the ordinary course of business.

  • Agreements, Contracts and Commitments (a) Section 2.14(a) of the Company Disclosure Schedule lists the following Company Contracts in effect as of the date of this Agreement (other than any Company Benefit Plans) (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) each Contract that would be a material contract as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act (assuming the Company was subject to the public reporting requirements of the Exchange Act); (ii) each Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business; (iii) each Contract containing (A) any covenant limiting the freedom of the Company, its Subsidiaries or the Surviving Corporation to engage in any line of business or compete with any Person, (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision, (D) any agreement to purchase minimum quantity of goods or services, or (E) any material non-solicitation provisions applicable to the Company or any of its Subsidiaries; (iv) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $200,000 pursuant to its express terms and not cancelable without penalty; (v) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity; (vi) each Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit or creating any material Encumbrances with respect to any assets of the Company or any of its Subsidiaries or any loans or debt obligations with officers or directors of the Company or any of its Subsidiaries; (vii) each Contract requiring payment by or to the Company or any of its Subsidiaries after the date of this Agreement in excess of $200,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of the Company or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, collaboration, development or other agreement currently in force under which the Company or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by the Company or any of its Subsidiaries; or (D) any Contract to license any third party to manufacture or produce any product, service or technology of the Company or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of the Company or any of its Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (viii) each Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the Contemplated Transactions; (ix) each Company Real Estate Lease; (x) each Contract with any Governmental Body; (xi) each Company Out-bound License and Company In-bound License; (xii) each Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any of its Subsidiaries; or (xiii) any other Contract that is not terminable at will (with no penalty or payment) by the Company or its Subsidiaries, as applicable, and (A) which involves payment or receipt by the Company or its Subsidiaries after the date of this Agreement under any such agreement, contract or commitment of more than $200,000 in the aggregate, or obligations after the date of this Agreement in excess of $500,000 in the aggregate, or (B) that is material to the business or operations of the Company and its Subsidiaries, taken as a whole. (b) The Company has delivered or made available to Parent accurate and complete copies of all Company Material Contracts, including all amendments thereto. Except as set forth in Section 2.14(b) of the Company Disclosure Schedule, there are no Company Material Contracts that are not in written form. As of the date of this Agreement, none of the Company, any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to a Company Material Contract, has breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Company Material Contract in such manner as would permit any other party to cancel or terminate any such Company Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to the Company or its business or operations. As to the Company and its Subsidiaries, as of the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Company Material Contract to change, any material amount paid or payable to the Company or any of its Subsidiaries under any Company Material Contract or any other material term or provision of any Company Material Contract.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Indebtedness and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

  • VERIFICATION OF LICENSES, CREDENTIALS AND OTHER DOCUMENTS CONTRACTOR shall submit to LEA a staff list, and copies of all current licenses, credentials, certifications, permits and/or other documents which entitle the holder to provide special education and/or related services by individuals employed, contracted, and/or otherwise hired or sub-contracted by CONTRACTOR. CONTRACTOR shall ensure that all licenses, credentials, permits or other documents are on file at the office of the County Superintendent of Schools. CONTRACTOR shall provide the LEA with the verified dates of fingerprint clearance, Department of Justice clearance and Tuberculosis Test clearance for all employees, approved subcontractors and/or volunteers prior to such individuals starting to work with any student. CONTRACTOR shall monitor the status of licenses, credentials, certifications, permits and/or other documents for all individuals employed, contracted, and/or otherwise hired by CONTRACTOR. CONTRACTOR shall notify LEA and CDE in writing within forty-five (45) days when personnel changes occur which may affect the provision of special education and/or related services to LEA students. CONTRACTOR shall notify LEA within forty-five (45) days if any such licenses, certifications or waivers are expired, suspended, revoked, rescinded, challenged pursuant to an administrative or legal complaint or lawsuit, or otherwise nullified during the effective period of this Master Contract. The LEA shall not be obligated to pay for any services provided by a person whose such licenses, certifications or waivers are expired, suspended, revoked, rescinded, or otherwise nullified during the period which such person is providing services under this Master Contract. Failure to notify the LEA and CDE of any changes in credentialing/licensed staff may result in suspension or revocation of CDE certification and/or suspension or termination of this Master Contract by the LEA.

  • Award of Construction Contract and Other Future Contracts 6.2.1 A-E is hereby informed that provisions of the Public Contract Code, the Political Reform Act of 1974, other statutes, regulations, and COUNTY policy prohibit, as an impermissible conflict of interest, the award of a contract for the construction of the project(s) on which A-E performed architectural-engineering services under this A-E CONTRACT. A-E is hereby informed that these statutes and regulations could also prohibit the award to A-E of design or other contracts on future phases related to tasks performed by A-E under this CONTRACT. This prohibition applies also to a subcontractor of or parent company of the firm that performed architectural-engineering tasks under this CONTRACT.

  • Existing Contracts Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy.

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