Scheduled Contracts. For purposes of this Agreement, “Company Scheduled Contract” shall mean:
Scheduled Contracts. Except as set forth in Section 4.15 of the Company Disclosure Letter or the Company SEC Documents filed prior to the date hereof (each item listed or required to be listed in Section 4.15 of the Company Disclosure Letter or the Company SEC Documents filed prior to the date hereof being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor any of its Subsidiaries is a party or otherwise subject to (other than purchase or sales orders entered into in the ordinary course):
(a) any employment, deferred compensation, bonus or consulting contract that (i) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of Company or any of its Subsidiaries and is not terminable by Company or any of its Subsidiaries within one year without penalty or (ii) requires payment by Company or any of its Subsidiaries of $100,000 or more per annum;
(b) any advertising, brokerage, distributor, representative or agency relationship or contract requiring payment by Company or any of its Subsidiaries of $100,000 or more per annum;
(c) any contract or agreement that restricts Company or any of its Subsidiaries (or would restrict any Affiliate of Company or the Surviving Corporation (including Merger Sub and its Subsidiaries) after the Effective Time of the Merger) from competing in any line of business with any Person;
(d) any lease of real or personal tangible property providing for annual lease payments by or to Company or any of its Subsidiaries in excess of $100,000 per annum;
(e) any material license agreement granting any right to use or practice any right under any material Intellectual Property (whether as licensor or licensee), excluding ordinary course of business customer contracts;
(f) any agreement in which Company or any of its Subsidiaries covenanted not to assert any right in any Intellectual Property to a third party, excluding customer contracts in ordinary course of business and confidentiality agreements;
(g) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or material agreement providing benefits to any present or former employees, officers or directors of Company or any of its Subsidiaries;
(h) any agreement to acquire equipment or any commitment to make capital expenditures of $100,000 or more;
(i) other ...
Scheduled Contracts. Except as set forth in Section 4.15 of the Company Disclosure Letter (each item listed or required to be listed in such Company Disclosure Letter being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor Company Sub is a party or otherwise subject to:
(a) any employment, deferred compensation, bonus or consulting Contract that (i) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of Company or Company Sub and is not terminable by Company or Company Sub within one year without penalty or (ii) requires payment by Company or Company Sub of (or under which such payments are reasonably expected to be) $25,000 or more per annum;
(b) any advertising, brokerage, distributor, representative or agency relationship or Contract requiring payment by or to Company or Company Sub of (or under which such payments are reasonably expected to be) $50,000 or more per annum (other than sales orders entered into in the ordinary course of business consistent with past practice);
(c) any Contract that restricts Company or Company Sub, or would restrict any Affiliate of Company or Company Sub or the Surviving Corporation (including Merger Sub and its Subsidiaries after the Effective Time of the Merger), from competing in any line of business, in any distribution or sales channel, with any Person or product, or in any geographic area;
(d) any lease of real or personal property providing for annual lease payments by or to Company in excess of $25,000 per annum (other than sales orders entered into in the ordinary course of business consistent with past practice);
(e) any (i) license agreement granting any right to use or practice any right under Intellectual Property (whether as licensor or licensee) (other than sales orders entered into in the ordinary course of business consistent with past practice) or (ii) Contract involving the payment of royalties or other amounts exceeding, or that would reasonably be expected to exceed, $50,000 per annum calculated based upon the revenues or income of Company or Company Sub or income or revenues related to any product of Company or Company Sub;
(f) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or similar Contract providing benefits to any present or former employees, offic...
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Scheduled Contracts. Except as set forth in Sections 2.8, 2.13 ------------------- and 2.14(a) of the Company Disclosure Letter, the Company does not have, is not a party to and is not bound by:
(i) any collective bargaining agreements;
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations;
(iii) any bonus, deferred compensation, sales compensation plan, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements or agreements to change any such plans whether written or oral;
(iv) any employment or consulting agreement with an employee or individual consultant, or any consulting or sales agreement under which a firm or other organization provides services to the Company in any case involving aggregate payments in excess of One Hundred Thousand Dollars ($100,000) in one year;
(v) any agreement or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(vi) any fidelity or surety bond or completion bond;
(vii) any lease of personal property having a value individually in excess of Twenty Thousand Dollars ($20,000);
(viii) any agreement of indemnification or guaranty other than expressly set forth in the Scheduled Contracts (as defined hereinafter);
(ix) any agreement pursuant to which the Company has granted, or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code;
(x) any agreement relating to capital expenditures and involving future payments in excess of Twenty Thousand Dollars ($20,000);
(xi) any agreement relating to the disposition or acquisition of assets, property or any interest in any business enterprise outside the ordinary course of the Company's business;
(xii) any mortgage, indenture, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or extension of credit, including any guaranty referred to in clause (viii) of this Section 2.14(a);
(xiii) any purchase order or contract for the purchase of raw materials or services involving Fifty Thousand Dollars ($50,000) or more;
(xiv) any construction contract;
(...
Scheduled Contracts. The documents identified by the following numbers on the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Commission on February 14, 2012: 2.1 through 2.2.1, inclusive; 4.1 through 4.35, inclusive; and 10.1 through 10.59.3
Scheduled Contracts. Schedule 3.17(a) of the Disclosure Schedules is a true and complete list of all “Scheduled Contracts” (as hereinafter defined) to which either of the Companies is a party, by which it is bound, or which otherwise pertain to the businesses of the Companies. For the purposes of this Section 3.17(a), the term “Scheduled Contracts” shall mean the following written or oral contracts, agreements, indentures, instruments, commitments and amendments thereof with suppliers, customers, producers, consumers, lenders of the Companies and other third parties that are currently in effect:
Scheduled Contracts. Attached hereto as Schedule 5.11 is a list of all Contracts to which Seller or any of Seller Affiliates is a party and which are material to the operation of the Hospital (this representation shall not be breached if a De Minimis Contract is not listed on Schedule 5.11), including all provider network agreements, clinical affiliation agreements, medical director agreements, consulting agreements, management services agreements, professional services agreements, transfer agreements, recruitment agreements, employment agreements, real estate lease agreements, personal property lease agreements, supply agreements and software agreements, but excluding all Contracts with managed care organizations, health maintenance organizations, insurers and similar third party payors, all of which are Excluded Contracts. For each Contract listed on Schedule 5.11, Schedule 5.11 clearly identifies those Contracts that are Excluded Contracts and that will not be assumed by Buyer. Contracts which are listed on Schedule 5.11 and not designated therein as an Excluded Contract are referred to herein as the “Scheduled Contracts.” Each Scheduled Contract (i) is valid and existing (or constitutes a month-to-month Contract under which goods or services are being provided after the expiration of its original term), and Seller or the applicable Affiliate of Seller has duly performed in all material respects its obligations under each Scheduled Contract to which it is a party to the extent that such obligations to perform have accrued and (ii) except for any breaches resulting from the failure to obtain the consent of the counterparty thereto to the assignment of same to Buyer, no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default under any Scheduled Contract by Seller or the applicable Affiliate of Seller or, to the knowledge of Seller, and except as set forth on Schedule 5.11, any other party or obligor with respect thereto, has occurred.
Scheduled Contracts. For purposes of this Agreement, "VGX Scheduled Contract" shall mean:
Scheduled Contracts. For purposes of this Agreement, "Inovio Scheduled Contract" shall mean:
