Purchase, Sale and Other Agreements. (a) Except as described in Schedule 4.14, the Company is not a party to or subject to any oral or written:
(i) agreement for the purchase of inventory, supplies, or equipment, other real or personal property, or the procurement of services, except as have been entered into in the ordinary course of the business of the Company;
(ii) lease or ownership of equipment, machinery or other personal property;
(iii) agreement for the sale or lease of products or furnishing of its services except as have been entered into in the ordinary course of the business of the Company;
(iv) joint venture, limited liability company, partnership or other contract or arrangement involving the sharing of profits;
(v) agreement relating to the licensing, purchase or acquisition, by merger or otherwise, of a significant portion of its business, assets or securities by any other person or of any other person by it other than as contemplated herein;
(vi) agreement containing a covenant or covenants which purport to limit the Company's ability or right to engage in any lawful business activity or compete with any person or entity;
(vii) agreement presently in effect pursuant to which it has appointed any organization or person to act as the Company's distributor or sales agent or pursuant to which the Company has been appointed a distributor or sales agent by any third party;
(viii) agreement with any of the Company's shareholders, officers, director or affiliates;
(ix) agreement for the license of any patent, copyright, trade secret or other proprietary right or indemnification by it with respect to infringements of proprietary rights, except employee or consultant proprietary information agreements and except for those end user licenses sold in the ordinary course of business by the Company in connection with the sale of its products;
(x) agreements involving payments to or obligations of it not otherwise described in this Section 4.14 in excess of $10,000 or as have been entered into in the ordinary course of the business of the Company; or
(xi) agreements of indebtedness, capital equipment leases or guarantees of the obligations of others.
(b) To the best of Seller's and the Company's knowledge, no party to any such contract, agreement or arrangement intends to cancel, withdraw, modify or amend such agreement or arrangement or return a product for reimbursement or discontinue any provision of agreed upon services.
(c) Except as described in Schedule 4.14, the Company has performed...
Purchase, Sale and Other Agreements. (a) All of the following (whether written or oral) to which Target is a party or to which Target is subject are identified in Section 3.13 of the Target Disclosure Schedule:
(i) every contract or agreement for the purchase by Target of inventory, supplies, equipment or other real or personal property, or the procurement of services, except individual purchase orders, or aggregate purchase orders to a single vendor, involving payments of less than $5,000;
(ii) lease of equipment, machinery or other personal property involving aggregate annual payments in excess of $5,000;
(iii) contract or agreements for the sale or lease of products or furnishing of services by Target, except individual purchase orders, or aggregate purchase orders from a single customer, involving payments of less than $3,000;
(iv) joint venture, partnership or other contract or arrangement involving the sharing of profits;
(v) contract or agreement, other than in the ordinary course of business, relating to the purchase or acquisition, by merger or otherwise, of a significant portion of the business, assets or securities of Target by any other person or of any other person by Target;
(vi) contract or agreement containing a covenant or covenants which purport to limit to a material extent the ability or right of Target to engage in any lawful business activity or compete with any person or entity; or
(vii) material contract or agreement not otherwise described in this Section 3.13 which is not terminable by and without penalty to Target within six months after the date of this Agreement.
(b) A complete and accurate copy of each written contract, agreement and other document identified in Section 3.13 of the Target Disclosure Schedule will be made available to QRI prior to the Closing. Each contract, agreement or arrangement identified in Section 3.13 of the Target Disclosure Schedule is, except to the extent fully performed at the date hereof, in full force and effect and valid and binding in accordance with its terms in all material respects; there is no material default under any such material contract, agreement or arrangement; and no party to any such contract, agreement or arrangement has notified Target that it intends to cancel, withdraw, modify or amend such contract, agreement or arrangement.
Purchase, Sale and Other Agreements. (a) Except as described in the EyeSys Letter, EyeSys is not a party to nor subject to any:
(i) agreement for the purchase of inventory, supplies, or equipment, other real or personal property, or the procurement of services, except individual purchase orders or aggregate purchase orders to a single vendor involving payments of less than $10,000 or as have been entered into in the ordinary course of the business of EyeSys;
(ii) lease or ownership of equipment, machinery or other personal property;
(iii) agreement for the sale or lease of products or furnishing of its services, except individual purchase orders or aggregate purchase orders from a single customer involving payments of less than $10,000, or as have been entered into in the ordinary course of the business of EyeSys;
(iv) joint venture, partnership or other contract or arrangement involving the sharing of profits;
(v) agreement relating to the purchase or acquisition, by merger or otherwise, of a significant portion of its business, assets or securities by any other person or of any other person by it other than as contemplated herein;
(vi) agreement containing a covenant or covenants which purport. to limit its ability or right to engage in any lawful business activity or compete with any person or entity;
(vii) agreement presently in effect pursuant to which it has appointed any organization or person to act as its distributor or sales agent or pursuant to which it has been appointed a distributor or sales agent by any third party;
(viii) agreement with any of its officers, directors or affiliates, other than stock option or stock purchase plans or agreements or proprietary information or consulting or independent contractor agreements;
(ix) agreement for the license of any patent, copyright, trade secret or other proprietary right or indemnification by it with respect to infringements of proprietary rights, except employee or consultant proprietary information agreements and except for those end-user licenses sold in the ordinary course of business by EyeSys in connection with the sale of its products;
(x) agreements involving payments to or obligations of it, not otherwise described in this Section 3.10, in excess of $10,000 (other than agreements for the sale of inventory in the ordinary course of business); or
(xi) agreements of indebtedness, capital equipment leases or guarantees of the obligations of others.
(b) To the best of EyeSys' knowledge, except as set forth in the EyeSys Letter, ...
Purchase, Sale and Other Agreements. Except as disclosed to GEYR, PBC states that it is not a party or subject to any non-disclosed oral or written Agreement for the purchase or sale of inventory, supplies, equipment or other real or personal property, or the procurement of services; or joint venture, partnership or other contract or arrangement involving the sharing of profits; or
Purchase, Sale and Other Agreements. (i) All of the following (whether written or oral) are agreements to which Coastal is a party, or to which Coastal is obligated:
(A) every contract or agreement for the purchase by Coastal of inventory, supplies, equipment or other real or personal property, or the procurement of services, except individual purchase orders, or aggregate purchase orders to a single vendor, involving payments of less than $5,000;
(B) lease of equipment, machinery or other personal property involving aggregate annual payments in excess of $2,500;
(C) contract or agreements for the sale or lease of products or furnishing of services by Coastal, except individual purchase orders, or aggregate purchase orders from a single customer, involving payments of less than $2,500;
(D) joint venture, partnership or other contract or arrangement involving the sharing of profits;
(E) contract or agreement, other than in the ordinary course of business, relating to the purchase or acquisition, by merger or otherwise, of a significant portion of the business, assets or securities of Coastal by any other person or of any other person by Coastal;
(F) contract or agreement containing a covenant or covenants which purport to limit to a material extent the ability or right of Coastal to engage in any lawful business activity or compete with any person or entity; or
(G) material contract or agreement not otherwise described in this Section 4(h) which is not terminable by and without penalty to Coastal within six months after the date of this Agreement.
(ii) A complete and accurate copy of each written contract, agreement and other document identified hereby will be made available to College Oak prior to the Effective Date. Each contract, agreement or arrangement identified hereby is, except to the extent fully performed at the date hereof, in full force and effect and valid and binding in accordance with its terms in all material respects; there is no material default under any such material contract, agreement or arrangement; and no party to any such contract, agreement or arrangement has notified Coastal that it intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Coastal has performed all material obligations required to be performed by it as of the date of this Agreement under each contract, agreement, or arrangement referred to in this Agreement, and to its knowledge no other party is in default under such material agreements. The Merger and the actions contemp...
Purchase, Sale and Other Agreements. (a) All of the following (whether written or oral) to which Target is a party or to which Target is subject are identified in Section 3.13 of the Target Disclosure Schedule:
(i) every contract or agreement for the purchase by Target of inventory, supplies, equipment or other real or personal property, or the procurement of services, except individual purchase orders, or aggregate purchase orders to a single vendor, involving payments of less than Five Thousand and No/100 Dollars ($5,000);
(ii) lease of equipment, machinery or other personal property involving aggregate annual payments in excess of One Thousand and No/100 Dollars ($1,000);
(iii) contract or agreements for the sale or lease of products or furnishing of services by Target, except individual purchase orders, or aggregate purchase orders from a single customer, involving payments of less than One Thousand and No/100 Dollars ($1,000);
(iv) joint venture, partnership or other contract or arrangement involving the sharing of profits;
(v) contract or agreement, other than in the ordinary course of business, relating to the purchase or acquisition, by merger or otherwise, of a significant portion of the business, assets or securities of Target by any other person or of any other person by Target;
(vi) contract or agreement containing a covenant or covenants which purport to limit to a material extent the ability or right of Target to engage in any lawful business activity or compete with any person or entity; or
(b) A complete and accurate copy of each written contract, agreement and other document identified in Section 3.13 of the Target Disclosure Schedule will be made available to MBHC on or before December 31, 1996. Each contract, agreement or arrangement identified in Section 3.13 of the Target Disclosure Schedule is, except to the extent fully performed at the date hereof, in full force and effect and valid and binding in accordance with its terms in all material respects; there is no material default under any such material contract, agreement, or arrangement; and no party to any such contract, agreement or arrangement has notified Target that it intends to cancel, withdraw, modify or amend such contract, agreement or arrangement.
Purchase, Sale and Other Agreements. To the knowledge of TMFT, TMFT states that it is not a party or subject to any non-disclosed oral or written Agreement relating to the purchase or acquisition, by merger or otherwise, of a significant portion of the business, assets or securities of TMFT by any other person or of any other person by TMFT; nor does TMFT have any material contracts nor agreements not otherwise described in this Agreement.
Purchase, Sale and Other Agreements. (a) Except as disclosed to TMFT, API states that it is not a party or subject to any non-disclosed oral or written Agreement for the:
(i) Purchase of inventory, supplies, equipment or other real or personal property, or the procurement of services; or
(ii) Joint venture, partnership or other contract or arrangement involving the sharing of profits; or
(iii) Agreement relating to the purchase or acquisition, by merger or otherwise, of a significant portion of the business, assets or securities of API by any other person or of any other person by API; or
(iv) Agreement containing a covenant or covenants which purport to limit the ability or right of API or any Selling Shareholders to engage in any lawful business activity or compete with any person or entity; or
(v) Agreements presently in effect pursuant to which API has appointed any organization or person to act as its distributor or sales agent or pursuant to which API has been appointed a distributor or sales agent by any third party; or
(vi) Material contract or agreement not otherwise described in this Agreement that is not terminable by and without penalty to API.
(b) To the knowledge of API:
(i) A complete and accurate copy of each written agreement and other document identified has been disclosed and delivered to TMFT; and
(ii) Each agreement or arrangement identified is, except to the extent fully performed at the date hereof, in full force and effect and valid and binding in accordance with its terms in all material respects except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general equity principles and to limitations on availability of equitable relief, (including specific performance). To the knowledge of the API, no party to any such contract, agreement or arrangement is in material default under, or intends to cancel, withdraw, modify or amend, any such contract, agreement or arrangement.
Purchase, Sale and Other Agreements. JMCorp is not a party to any contract or agreement, oral or written, which may materially effect its financial statements.
Purchase, Sale and Other Agreements. Target shall list in its Disclosure Schedule each contract or agreement, oral or written, which may materially affect its financial statements.
