Purchaser Contracts. No Purchaser Stockholder shall enter into, renew or amend any Contract (or transaction) between or among a Purchaser Stockholder or any Affiliate of a Purchaser Stockholder (other than Purchaser or any of its Subsidiaries), on the one hand, and Purchaser or any of Purchaser’s Subsidiaries, on the other hand, other than as contemplated by the Business Combination Agreement, any Ancillary Agreement or in connection with the Transactions or Working Capital Loans.
Purchaser Contracts. Sponsor shall not enter into, renew or amend in any Contract (or transaction) between or among Sponsor or any Affiliate of Sponsor (other than Purchaser or any of its Subsidiaries), on the one hand, and Purchaser or any of Purchaser’s Subsidiaries, on the other hand, other than as contemplated by the Business Combination Agreement, any Ancillary Agreement or in connection with the Transactions or Working Capital Loans.
Purchaser Contracts. Each material contract of the Purchaser (“Purchaser Contracts”) and all material supply contracts and agreements (excluding contracts, work orders and purchase orders individually requiring the Purchaser to spend an amount less than $200,000 or the Foreign Currency Equivalent) for the provision of goods or services for the Purchaser, is legal, valid, binding and enforceable in accordance with its respective terms with respect to the Purchaser (subject to the same qualification set forth in the last sentence of Section5.2), and, to the Knowledge of Purchaser, each other party to such Purchaser Contract. No material default or breach of the Purchaser, exists under any Purchaser Contract and, to the Knowledge of the Purchaser, no such default exists with respect to any third party to any Purchaser Contract. The Purchaser is not participating in any discussions or negotiations regarding any modification of or amendment to any Purchaser Contract or entry into any new material contract applicable to the Purchaser or the real or personal property of the Purchaser, except in the Ordinary Course or to the extent such modification/amendment will not have a Material Adverse Effect on the Purchaser. Each Purchaser Contract that requires the consent of or notice to the other party thereto in order to avoid any breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby will be obtained by the Purchaser as of the Phase 1 Closing Date, and as such, no breach, default or violation of any such contract, agreement or other instrument requiring consent or notice in connection with this Agreement or the transactions contemplated herein, has or will occur in connection with the Parties’ entry into this Agreement or the consumption of the transactions contemplated herein, except where the failure to obtain the consent or the resulting default is not reasonably likely to have a Material Adverse Effect on the Purchaser. Sale and Purchase Agreement of Share Capital
Purchaser Contracts. 7.1 Where the Purchaser resells Products to a Resale Customer, the Purchaser may enter into an agreement with that Resale Customer for the provision of the Products (Resale Contract). The Purchaser must include terms in a Resale Contract that are equivalent to the rights granted to, and the obligations owed to, the Purchaser under this Agreement.
Purchaser Contracts. 44 Section 4.12. Brokers......................................................44
Purchaser Contracts. Except as disclosed in the Purchaser Reports or set forth in Section 4.11 of the Purchaser Disclosure Schedule, and in each case other than any such failure, breach, default, or waiver, as applicable, that, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect, (a) to the Knowledge of the Purchaser, each of the Purchaser Contracts (a complete and correct list of which is set forth in Section 4.11 of the Purchaser Disclosure Schedule) is valid, binding, in full force and effect, and enforceable by the Purchaser or the Subsidiary of the Purchaser that is party thereto, as the case may be, in accordance with its terms (subject to bankruptcy, insolvency, reorganization and other Laws affecting generally the enforcement of the rights of contracting parties and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies); (b) neither the Purchasers nor any such Subsidiary, as the case may be, has received any written notice that it is in breach or default in any material respect under any of the Purchaser Contracts; (c) neither the Seller nor any such Subsidiary, as the case may be, has waived any of its rights under any of the Purchaser Contracts or modified any of the material terms thereof; and (d) to the Knowledge of the Purchaser, no other party to any of the Purchaser Contracts is in breach or default in any material respect thereunder.
Purchaser Contracts. 43 Section 5.12 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Section 5.13 Labor Relations. . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 5.14 Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . 44 Section 5.15 Brokers, Finders, and Investment Bankers . . . . . . . . . . . . 44 Section 5.16 Investment Representation. . . . . . . . . . . . . . . . . . . . 44
Purchaser Contracts. The contracts and other agreements -------------------- filed or incorporated by reference as exhibits to the Purchaser SEC Reports pursuant to Items 601(b)(1), 601(b)(2), 601(b)(4) or 601(b)(10) of Regulation S-K (the "PURCHASER CONTRACTS") are legal, valid, binding, and enforceable in -------------------- accordance with their respective terms with respect to the Purchaser and each Purchaser Subsidiary as applicable, and, to the Knowledge of the Purchaser, with respect to each other party to such Purchaser Contracts, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforceability of creditors' rights generally, general equitable principles, and court discretion in granting equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are no existing defaults or breaches under any Purchaser Contract (or events or conditions that, with notice or lapse of time or both, would constitute a default or a breach) with respect to the Purchaser and each Purchaser Subsidiary and, to the Knowledge of the Purchaser, with respect to each other party to such Purchaser Contracts, except for any defaults or breaches that would not reasonably be expected to individually or in the aggregate constitute a Purchaser Material Adverse Effect. Except as set forth on Schedule 5.11 or in the Purchaser SEC Reports, neither the Purchaser -------------- nor any Purchaser Subsidiary is participating in any discussions or negotiations regarding modification of or amendment to any Purchaser Contract or entry in any new Purchaser Contract or other contract material to the Purchaser or any Purchaser Subsidiary.
Purchaser Contracts. Except as disclosed in the Purchaser SEC Documents, as of the date hereof, Purchaser is not party to any contract (other than nondisclosure agreements (containing customary terms) to which Purchaser is a party that were entered into in the ordinary course of its business).
Purchaser Contracts. 1. Agreement with Empire Stock Transfer, Inc. pursuant to which Varca Ventures, Inc. has prepaid $2,000 of expenses to Empire for XXXXX and XBRL filings (contract covers: XBRL for your annual period covering (1) 6/30/2011 10Q financials, (2) 9/30/2011 10Q, (3) 12/31/2011 10Q, and (4) the 3/31/2012 10-K).
