Common use of Purchased Contracts Clause in Contracts

Purchased Contracts. (a) The Company has delivered or has made available to Buyer a correct and complete copy of each written Purchased Contract, and a detailed summary of the terms of any oral Purchased Contract, together with all amendments, exhibits, attachments, waivers or other changes thereto. Section 4.11(a) of the Disclosure Schedule sets forth each Purchased Contract that: (i) obligates the Company, or will obligate Buyer, to make payments to third parties based on the development or sale of any Product; (ii) obligates the Company, or will obligate Buyer, to satisfy diligence, indemnification or minimum purchase obligations; or (iii) includes any exclusivity, non-competition or most-favored nation provisions. (b) The Purchased Contracts include all Contracts of the Company related to any Program Compound, Product or compound that is [*] any Program Compound. Subject to the Equitable Exceptions, each Purchased Contract is legal, valid, binding, enforceable, in full force and effect and will continue to be legal, valid, binding and enforceable on identical terms following the Closing Date. No Purchased Contract has been breached in any material respect or cancelled by the Company, or to the Knowledge of the Company, by any other party thereto. Other than waivers of past obligations that would have been fully performed in accordance with their terms prior to the Closing Date, the Company has not irrevocably waived any of its rights under any Purchased Contract. The Company has performed all material obligations under such Purchased Contracts required to be performed by the Company. To the Knowledge of the Company, there is no event which, upon giving of notice or lapse of time or both, would constitute a breach or default under any such Purchased Contract or would permit the termination, modification or acceleration of such Purchased Contract. The Company is not participating in any active discussions to amend the terms of any Purchased Contract. The Company has not assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any Purchased Contract. (c) The Patents licensed to the Company pursuant to the SK License include all Patents owned or controlled by SK or its Affiliates that disclose or claim ADX-N05, its manufacture or its use in the Field (as defined in the SK License). Except as set forth on Section 4.11(c) of the Disclosure Schedule, as of the Closing, there are [*] (as defined in the SK License) [*] or [*] and the Company has not received any notice from SK regarding any [*] (as defined in the SK License) nor, to the Knowledge of the Company, do any [*]. No [*] (as defined in the SK License) has been [*] or [*] pursuant to Section [*] of the SK License nor is there any [*] that could result in [*] pursuant thereto. The Company has [*] the [*] (as defined in the SK Agreement) of the [*] (as defined in the SK Agreement). [*] and [*] do not, as of the Closing, have any right, title or interest in any [*] or [*] or [*] or [*]. There are [*] under any [*] (including any [*] or the like, with respect thereto) for which [*] except for [*] or [*] or [*] pursuant to [*] for [*]. [*] pursuant to (i) [*] or (ii) [*] or the related [*]. The Company has not entered into any agreement or signed any proposal with respect to the [*].

Purchased Contracts. (a) The Company has delivered Except for the Purchased Contracts, Seller is not a party to, bound by or has made available subject to Buyer a correct and complete copy of each written Purchased Contract, and a detailed summary of any Contract for the terms of any oral Purchased Contract, together with all amendments, exhibits, attachments, waivers or other changes thereto. Section 4.11(a) of the Disclosure Schedule sets forth each Purchased Contract that: (i) obligates the Company, or will obligate Buyer, to make payments to third parties based on the development or sale of any Product; magnet wire products that have been sourced more than fifty percent (ii50%) obligates the Companyby products manufactured at Seller's La Grange, or will obligate Buyer, to satisfy diligence, indemnification or minimum purchase obligations; or (iii) includes any exclusivity, non-competition or most-favored nation provisions. (b) The Purchased Contracts include all Contracts of the Company related to any Program Compound, Product or compound that is [*] any Program CompoundKentucky facility. Subject to the Equitable Exceptions, each Each Purchased Contract is legal, valid, binding, enforceable, a valid and binding agreement of Seller and is in full force and effect and will continue to be legalagainst Seller, validand, binding and enforceable on identical terms following the Closing Date. No Purchased Contract has been breached in any material respect or cancelled by the Company, or to the Knowledge of the CompanySeller, by any against each other party thereto. Other than waivers , except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws or general principles of past obligations that would have been fully performed in accordance with their terms prior to the Closing Date, the Company has not irrevocably waived any of its rights under any Purchased Contract. The Company has performed all material obligations under such Purchased Contracts required to be performed by the Companyequity. To the Knowledge of Seller, no other party thereto is in default under the Companyterms of any such Purchased Contract, there is no nor, to the Knowledge of Seller, has any event whichor circumstance (other than the transaction described herein) occurred that, upon giving of with notice or lapse of time or both, would constitute a breach default thereunder. To the Knowledge of Seller there is no pending or default under threatened bankruptcy, insolvency or similar proceeding with respect to any party to any such Purchased Contract or would permit the termination, modification or acceleration of such Purchased Contract. The Company is not participating in any active discussions to amend the terms of any Purchased Contract. The Company has not assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any Purchased Contract. (b) Schedule 1.01(a)(i)(B)(2) sets forth (i) true and correct summaries of the Purchased Contracts in existence on the date hereof, including the outstanding purchase orders and releases relating to such Purchased Contracts, and (ii) a sample purchase order or release issued by each of the customers identified on such Schedule (other than for The Black & Xxxxxx Corporation, because documentation for purchases and supply of Products to such customer is governed by that certain Supplier Managed Inventory Agreement referenced on Schedule 1.01(a)(i)(B)(2) and delivered to Purchaser on the date hereof). The Purchased Contracts to be delivered by Seller to Purchaser pursuant to Section 5.05 hereof shall not contain any material term (including, without limitation, terms related to price, term, extension of term, expiration or termination, warranty, limitation of liability or assignment or delegation, but excluding quantity over which Seller has no ability to reject the related purchase order or release) that is inconsistent with the terms identified or described on or referenced in Schedule 1.01(a)(i)(B)(2). Simultaneously with the execution of this Agreement, Seller has delivered to Purchaser true, correct and complete copies of all Purchased Contracts (other than purchase orders and releases relating to such Purchased Contracts, which will be made available to Purchaser pursuant to Section 5.05). (c) The Patents licensed to the Company pursuant to the SK License include all Patents owned or controlled by SK or its Affiliates that disclose or claim ADX-N05, its manufacture or its use in the Field (as defined in the SK License). Except as set forth on Section 4.11(c) described in Schedule 1.01(a)(i)(B)(2), none of the Disclosure SchedulePurchased Contracts: (i) has a term (taking into account any renewal provided for therein) that extends beyond December 31, 2004; (ii) involves a forward copper buying arrangement or a copper tolling arrangement; or (iii) is currently being renegotiated. (d) Except as described in Schedule 3.07(d), none of the ClosingPurchased Contracts requires Seller to supply any product other than the Products. (e) Schedule 3.07(e) sets forth a true and complete list of all rebate, there allowance, customer payment and other similar programs currently offered by Seller in respect of any products sold under any of the Purchased Contracts. (f) There are [*] no prepaid items under the Purchased Contracts. (as defined in g) No party to any of the SK License) [*] or [*] and the Company Purchased Contracts has not received any notice from SK regarding any [*] (as defined in the SK License) normade, asserted or, to the Knowledge of Seller, has any defense, setoff or counterclaim under the CompanyPurchased Contract to which it is a party or has exercised any option granted to it to cancel, do any [*]. No [*] (as defined in terminate or shorten the SK License) has been [*] or [*] pursuant to Section [*] term of the SK License nor is there any [*] that could result in [*] pursuant thereto. The Company has [*] the [*] (as defined in the SK Agreement) of the [*] (as defined in the SK Agreement). [*] and [*] do notsuch Purchased Contract, as of the Closing, have any right, title or interest in any [*] or [*] or [*] or [*]. There are [*] under any [*] (including any [*] or the like, with respect thereto) for which [*] except for [*] or [*] or [*] pursuant to [*] for [*]. [*] pursuant to (i) [*] or (ii) [*] or the related [*]. The Company has not entered into any agreement or signed any proposal with respect been resolved prior to the [*]date hereof.

Purchased Contracts. Prior to the date hereof, Sellers have provided Purchaser true and correct copies of all Purchased Contracts. Except as set forth in or contemplated by the Purchased Contracts, there are not and shall not be any Liabilities of Sellers (including, without limitation, any Liability arising from (a) The Company has delivered any failure to comply with any Material Law or has made available Order applicable to Buyer a correct and complete copy of each written the Purchased Contract, and a detailed summary of the terms of any oral Purchased Contract, together with all amendments, exhibits, attachments, waivers or other changes thereto. Section 4.11(a) of the Disclosure Schedule sets forth each Purchased Contract that: (i) obligates the CompanyContracts, or will obligate Buyer, to make payments to third parties based on the development or sale of any Product; (ii) obligates the Company, or will obligate Buyer, to satisfy diligence, indemnification or minimum purchase obligations; or (iii) includes any exclusivity, non-competition or most-favored nation provisions. (b) The any representation, warranty or agreement made by any employee, agent or other representative of Sellers to any customer pursuant to a Purchased Contract as to the Year 2000 Compliance status or other features of any product or service provided to any customer pursuant to any Purchased Contract) which relate to the products and services provided by Sellers to any customer pursuant to the Purchased Contracts. Except as set forth on Schedule 3.7, no significant dispute or disagreement exists under any Purchased Contract. Except as set forth on Schedule PC, all Purchased Contracts include all are assignable to Purchaser as contemplated herein without any consent or notice to the other parties to such Purchased Contracts or any other Person. Neither Sellers nor, to the Knowledge of any Seller, any other party is in Default under any of the Company related to any Program CompoundPurchased Contracts and there is no basis, Product or compound that is [*] any Program Compound. Subject to the Equitable ExceptionsKnowledge of any Seller, each for any claim of Default under any such Purchased Contract Contract. Each of the Purchased Contracts is legal, valid, binding, enforceable, in full force and effect and will continue to be legal, constitutes a valid, legal and binding and enforceable on identical terms following the Closing Date. No Purchased Contract has been breached in any material respect or cancelled by the Company, or to the Knowledge agreement of the Companyparties thereto, by any other party thereto. Other than waivers of past obligations that would have been fully performed enforceable in accordance with their terms prior its terms, subject to the Closing Dateeffect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors' rights generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law). No Seller has violated, infringed upon or unlawfully or wrongfully used the Company has not irrevocably waived Intellectual Property of any other Person in connection with Sellers' provision of its rights under goods or services to any customer pursuant to a Purchased Contract. The Company has performed continuation, validity and effectiveness of each of the Purchased Contracts will not be affected in any way by the consummation of the transactions contemplated by this Agreement. Sellers have, and upon consummation of the transactions contemplated by this Agreement, Purchaser will have, all material Computer Software necessary to fulfill Sellers' obligations under such each of the Purchased Contracts required and all documentation relating to be performed by the Company. To the Knowledge of the Company, there is no event which, upon giving of notice or lapse of time or both, would constitute a breach or default under any all such Purchased Contract or would permit the termination, modification or acceleration of such Purchased Contract. The Company is not participating in any active discussions to amend the terms of any Purchased Contract. The Company has not assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any Purchased ContractComputer Software. (c) The Patents licensed to the Company pursuant to the SK License include all Patents owned or controlled by SK or its Affiliates that disclose or claim ADX-N05, its manufacture or its use in the Field (as defined in the SK License). Except as set forth on Section 4.11(c) of the Disclosure Schedule, as of the Closing, there are [*] (as defined in the SK License) [*] or [*] and the Company has not received any notice from SK regarding any [*] (as defined in the SK License) nor, to the Knowledge of the Company, do any [*]. No [*] (as defined in the SK License) has been [*] or [*] pursuant to Section [*] of the SK License nor is there any [*] that could result in [*] pursuant thereto. The Company has [*] the [*] (as defined in the SK Agreement) of the [*] (as defined in the SK Agreement). [*] and [*] do not, as of the Closing, have any right, title or interest in any [*] or [*] or [*] or [*]. There are [*] under any [*] (including any [*] or the like, with respect thereto) for which [*] except for [*] or [*] or [*] pursuant to [*] for [*]. [*] pursuant to (i) [*] or (ii) [*] or the related [*]. The Company has not entered into any agreement or signed any proposal with respect to the [*].

Purchased Contracts. (a) The Company has delivered or has made available to Buyer a correct and complete copy of each written Purchased Contract, and a detailed summary With the exception of the terms of any oral Purchased ContractExcluded Contracts, together with all amendmentsthe Leases, exhibitsthe Railroad Agreements and the Easements, attachments, waivers or other changes thereto. Section 4.11(a) of the Disclosure Schedule sets forth each Purchased Contract that: (i) obligates the Company, or will obligate Buyer, to make payments to third parties based on the development or sale of any Product; (ii) obligates the Company, or will obligate Buyer, to satisfy diligence, indemnification or minimum purchase obligations; or (iii) includes any exclusivity, non-competition or most-favored nation provisions. (b) The Purchased Contracts include all Contracts of the Company related to which any Program Compound, Product Seller or compound that is [*] any Program Compound. Subject to the Equitable Exceptions, each Purchased Contract is legal, valid, binding, enforceable, in full force and effect and will continue to be legal, valid, binding and enforceable on identical terms following the Closing Date. No Purchased Contract has been breached in any material respect or cancelled by the Company, or to the Knowledge of the Company, by any other party thereto. Other than waivers of past obligations that would have been fully performed in accordance with their terms prior to the Closing Date, the Company has not irrevocably waived any of its rights under Affiliates are a party which in any Purchased Contract. The Company has performed all material obligations under such Purchased Contracts required to be performed by the Company. To the Knowledge way benefit or have an effect on any of the Company, there is no event which, upon giving of notice Purchased Assets or lapse of time or both, would constitute a breach or default under any such Purchased Contract or would permit the termination, modification or acceleration of such Purchased Contract. The Company is not participating in any active discussions to amend the terms of any Purchased Contract. The Company has not assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any Purchased Contract. (c) The Patents licensed to the Company pursuant to the SK License include all Patents owned or controlled by SK or its Affiliates that disclose or claim ADX-N05, its manufacture or its use in the Field (as defined in the SK License)other Amonate Mine Complex Assets. Except as set forth on Section 4.11(c) Schedule 4.11(a), Sellers have furnished to Buyer true and complete copies of all of the Disclosure SchedulePurchased Contracts, as including any amendments thereto or modifications thereof. (b) Schedule 4.11(b) sets forth each of the Closing, there are [*] (as defined in the SK License) [*] or [*] and the Company has not received any notice from SK regarding any [*] (as defined in the SK License) norfollowing Contracts of Sellers, to the Knowledge extent that such Contracts relate to or affect any of the CompanyPurchased Assets or any other Amonate Mine Complex Assets (other than the Leases, do the Railroad Agreements and the Easements) (collectively, the “Material Contracts”), by reference to the applicable subsection of this Section 4.11(b): (i) any [*]. No [*] (as defined in Contracts that govern the SK License) has been [*] borrowing of money or [*] pursuant to Section [*] the guarantee or the repayment of the SK License nor is there Indebtedness or granting of Liens on any [*] that could result in [*] pursuant thereto. The Company has [*] the [*] (as defined in the SK Agreement) of the [*] (as defined in the SK Agreement). [*] and [*] do not, as of the Closing, have any right, title or interest in any [*] or [*] or [*] or [*]. There are [*] under any [*] Purchased Assets (including any [*] or the like, with respect thereto) for such Contract under which [*] except for [*] or [*] or [*] pursuant to [*] for [*]. [*] pursuant to (i) [*] or any Seller has incurred any Indebtedness); (ii) [*] any Contracts that contain covenants limiting the freedom of any Seller to compete in any line of business or with any Person or in any geographic area or market; (iii) any Contracts that are with another Seller, any Affiliate of any Seller or any directors, officers, employees, or equityholders of any Seller or its Affiliates; (iv) any Contracts that provide for the purchase, maintenance or acquisition, or the related [*]. The Company has not entered into sale or furnishing, of materials, supplies, merchandise or equipment (including computer hardware or software) or other property or services pursuant to which any agreement Seller will make payments in excess of $50,000 per annum or signed receive payments in excess of $50,000 per annum; (v) any proposal with respect Contracts that grant to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any Purchased Asset; (vi) any Contracts that pertain to the [*].purchase of real property or equipment or other personal property; (vii) any Contracts that provide for any offset, countertrade or barter arrangement; (viii) any Contracts that involve any distributor, sales representative, broker or advertising arrangement;

Purchased Contracts. (a) The Company Seller has provided Purchaser with copies of each of the Purchased Contracts. Each of the Purchased Contracts is in full force and effect and is the legal, valid and binding obligation of Seller and/or its Affiliate, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither Seller nor any of its Affiliates is in material default under any Purchased Contract, nor, to the Knowledge of Seller, is any other party to any Purchased Contract in material default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder. No party to any of the Purchased Contracts has exercised any termination rights with respect thereto. Subject to Section 2.5, Seller and its Affiliates have the right to, and will at the Closing, assign the Purchased Contracts to Purchaser. Seller has delivered or has otherwise made available to Buyer a Purchaser true, correct and complete copy copies of each written Purchased Contract, and a detailed summary all of the terms of any oral Purchased ContractContracts, together with all amendments, exhibits, attachments, waivers modifications or other changes supplements thereto. Section 4.11(a) of the Disclosure Schedule sets forth each Purchased Contract that: (i) obligates the Company, or will obligate Buyer, to make payments to third parties based on the development or sale of any Product; (ii) obligates the Company, or will obligate Buyer, to satisfy diligence, indemnification or minimum purchase obligations; or (iii) includes any exclusivity, non-competition or most-favored nation provisions. (b) The Except as set forth in Section 5.12(b) of the Disclosure Memorandum, none of the Purchased Contracts include all Contracts contains any restrictions prohibiting or limiting the ability of Seller (or Purchaser following the Closing) to (1) engage in any line of business, (2) compete with, obtain products or services from, or provide services or products to, any Person, (3) carry on or expand the nature or geographical scope of the Company related to any Program Compound, Product or compound that is [*] any Program Compound. Subject to Business anywhere in the Equitable Exceptions, each Purchased Contract is legal, valid, binding, enforceable, in full force and effect and will continue to be legal, valid, binding and enforceable on identical terms following the Closing Date. No Purchased Contract has been breached in any material respect or cancelled by the Companyworld, or to the Knowledge of the Company, by (4) enter into any Contract with any other party thereto. Other than waivers of past obligations that would have been fully performed in accordance with their terms prior to the Closing Date, the Company has not irrevocably waived any of its rights under any Purchased Contract. The Company has performed all material obligations under such Purchased Contracts required to be performed by the Company. To the Knowledge of the Company, there is no event which, upon giving of notice or lapse of time or both, would constitute a breach or default under any such Purchased Contract or would permit the termination, modification or acceleration of such Purchased Contract. The Company is not participating in any active discussions to amend the terms of any Purchased Contract. The Company has not assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any Purchased ContractPerson. (c) The Patents licensed Except as set forth in Section 5.12(c) of the Disclosure Memorandum, none of the Purchased Contracts (1) with respect to the Company Purchased Assets relates to the borrowing of money by the Seller or FHHL or the guarantee by either such entity of any such obligation; (2) is for any joint venture or partnership; (3) limits the payment of dividends by Seller or FHHL or any assignee thereof; (4) provides for any future payments that are conditioned, in whole or part, on an assignment of the Purchased Contract other any payments Seller is liable for in connection with procuring the assignment pursuant to Section 2.5 of this Agreement; (5) contains a “most favored nation” or similar clause obligating a party to change the SK License include all Patents owned material terms and conditions of such Purchased Contract based upon better terms and conditions provided to other parties in similar contracts; (6) contains indemnification agreements (other than individual loan-level indemnifications with an Investor or controlled by SK Insurer or its Affiliates that disclose or claim ADX-N05, its manufacture or its use routine agreements in the Field Ordinary Course of Business providing for customary indemnification provisions due to breaches and other enumerated risks thereunder (as defined including without limitation standard lessee indemnifications in the SK Licenseoffice leases for the Purchased Branch Offices)); (7) provides for aggregate expenditures or revenues in excess of $250,000 per annum; (8) provides for the sale or purchase of personal property, fixed assets, or real property having a value individually, with respect to all sales or purchases thereunder, in excess of $250,000; (9) grants any right of first refusal or right of first offer or similar right to third parties or limits or purports to limit the ability of Seller or FHHL in any material respect to pledge, sell, transfer or otherwise dispose of any material amount of assets or business (other than entered into in the Ordinary Course of Business) that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties; or (10) is any Contract to indemnify any current or former officers or employees of Seller or Seller’s Affiliates. (d) Except as set forth on Section 5.12(d) of the Disclosure Memorandum, there are no outstanding amounts advanced by, payable to, or receivable from Seller or any of its Affiliates, to any director, officer or employee of Seller (“each a “Related Party”) that are related to the Purchased Assets. Except as set forth on Section 4.11(c5.12(d) of the Disclosure ScheduleMemorandum, as (i) none of the ClosingPurchased Assets consist of assets Seller has purchased, there are [*] acquired or leased from a Related Party and (as defined in the SK Licenseii) [*] or [*] and the Company has not received any notice from SK regarding any [*] (as defined in the SK License) nor, to the Knowledge none of the Company, do counterparties with respect to any [*]. No [*] Purchased Contract is a Related Party. (as defined in the SK Licensee) has been [*] or [*] pursuant to Section [*] of the SK License nor is there any [*] that could result in [*] pursuant thereto. The Company has [*] the [*] (as defined in the SK Agreement5.12(e) of the [*] (as defined in Disclosure Memorandum lists the SK Agreement). [*] contracts between Seller or FHHL and [*] do not, as each of the Closing, ten (10) mortgage brokers set forth on such schedule that have any right, title or interest in any [*] or [*] or [*] or [*]. There are [*] under any [*] brokered the ten (including any [*] or 10) largest amounts of residential mortgage loans (measured by aggregate original principal amount) made during the like, with respect thereto) for which [*] except for [*] or [*] or [*] pursuant to [*] for [*]. [*] pursuant to (i) [*] or (ii) [*] or the related [*]. The Company has not entered into any agreement or signed any proposal with respect twelve months prior to the [*]date of this Agreement.