Significant Agreements. (a) Schedule 3.12(a) of the Disclosure Schedule lists all contracts, agreements and commitments between the Company or any of its Subsidiaries, on the one hand, and on the other hand Dow or any of its affiliates (other than the Company and its Subsidiaries) that will survive the consummation of the Merger, excluding contracts, agreements and commitments which collectively are immaterial to the Company and except for this Agreement and the other agreements entered into in connection with this Agreement (the "Dow Agreements"). The Company has heretofore made available to Parent complete and correct copies of the Dow Agreements and the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as amended by the Company's Form 10-K/A (the Dow Agreements and such other agreements and contracts being referred to herein as the "Significant Agreements").
(b) Except as set forth in Schedule 3.12(b) of the Disclosure Schedule, to the knowledge of the Company each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms; neither the Company nor any of its Subsidiaries has received written notice of cancellation or termination of any Significant Agreement; and there exists no event of default or occurrence, condition or act on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, on the part of the other parties to the Significant Agreements which constitutes or would constitute (with notice or lapse of time or both) a breach of or default under any of the Significant Agreements; except where the failure to be in full force and effect would not have, and such breaches and defaults as would not result in, a Material Adverse Effect.
(c) Except as disclosed on Schedules 3.4(a) and Schedule 3.12(c) of the Disclosure Schedule, no consents from any third parties under any Significant Agreements are required in connection with the consummation of the Merger, except for such consents, which if not received, would not result in a Material Adverse Effect or prevent the consummation of the Merger.
(d) Other than the Significant Agreements, and any contract, agreement or commitment previously provided or made available to Parent or Purchaser, there are no contracts or agreements, the performance of which would result in a Material Adverse Effect.
Significant Agreements. The Disclosure Schedule contains an accurate and complete list of all contracts, agreements, licenses, instruments and understandings (whether or not in writing) to which the Seller is a party or is bound and that are material to the Business, assets, financial condition or results of operations of the Seller. Without limiting the generality of the foregoing, such list includes all such contracts, agreements, licenses and instruments:
(a) Providing for payments of more than Five Thousand Dollars ($5,000.00) per year, other than purchase orders incurred in the ordinary course of business;
(b) Providing for the extension of credit other than consistent with normal credit terms described in the Disclosure Schedule;
(c) Limiting the ability of the Seller to conduct its Business or any other business or to otherwise compete in its or any other business, including as to manner or place;
(d) Providing for a guarantee or indemnity by the Seller, including but not limited to any indemnification provided under any asset purchase agreement, stock purchase agreement, or other transaction that Seller is a party to;
(e) With any Affiliate of Seller;
(f) With any labor union or employees' association connected with Seller's Business;
(g) For the employment or retention of any director, officer, employee, agent, shareholder, consultant, broker or advisor of Seller or any other contract between Seller and any director, officer, employee, agent, shareholder, consultant or advisor which does not provide for termination at will by the Seller without further cost or other liability to the Seller as of or at any time after the Closing.
(h) In the nature of a profit sharing, bonus stock option, stock purchase, pension, deferred compensation, retirement, severance, hospitalization, insurance or other plan or contract providing benefit to any person or former director, officer, employee, agent, shareholder, consultant, broker or advisor of Seller, or such person's dependents, beneficiaries or heirs;
(i) In the nature of an indenture, mortgage, promissory note, loan or credit agreement or other contract relating to the borrowing of money or a line of credit by the Seller or relating to the direct or indirect guarantee or assumption by the Seller of obligations of others;
(j) Leases or subleases with respect to any property, real, personal or mixed, in which the Seller is involved, as lessor or lessee; and
(k) Distributorship Agreement(s) or License Agreement(s) with respect to any ...
Significant Agreements. AVE is not and will not at Closing be bound by any of the following other than where already disclosed in any other exhibit, unless specifically listed in Exhibit "I" hereto:
(i) Employment, advisory or consulting contract;
(ii) Plan providing for employee benefits of any nature;
(iii) Lease with respect to any property or equipment;
(iv) Contract or commitment for any future expenditure in excess of $1,000;
(v) Contract or commitment pursuant to which it has assumed, guaranteed, endorsed, or otherwise become liable for any obligation of any other person, firm or organization;
(vi) Contract, agreement, understanding, commitment or arrangement, other than in the normal course of business, not fully disclosed or set forth in this Agreement;
(vii) Agreement with any person relating to the dividend, purchase or sale of securities, that has not been settled by the delivery or payment of securities when due, and which remains unsettled upon the date of this Agreement.
Significant Agreements of the Disclosure Schedule sets forth a complete and correct list of (i) all Contracts applicable on the date of this Agreement to the Company or any of the Subsidiaries or any of their respective properties or assets and that are required to be filed as exhibits to the SEC Reports; (ii) all Contracts applicable to the Company or any of the Subsidiaries or any of their respective properties or assets and in effect as of the date of this Agreement that are reasonably expected to require the payment (whether by or to the Company or any of the Subsidiaries) of $1 million or more in the aggregate in any twelve-month period; and (iii) all in-licenses or Contracts in effect on the date of this Agreement calling for the purchase or other acquisition by the Company or any of the Subsidiaries of rights to products that generate or are reasonably expected to generate $1 million or more of annualized revenues (the Contracts described in clauses (i) through (iii) being collectively referred to herein as the "Significant Agreements"). The Company has heretofore made available to the Purchasers complete and correct copies of each of the Significant Agreements, each as amended or modified to the date hereof (including any waivers with respect thereto). Each of the Significant Agreements is in full force and effect and enforceable against the Company and the Subsidiaries, as applicable, and, to the knowledge of the Company, against the other party or parties thereto, in each case in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except in each case where the failure to be in full force and effect and enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the Company or any of the Subsidiaries has received any notice (written or oral) of cancellation or termination of, or expression or indication of any intention or desire to cancel or terminate, any of the Significant Agreements except in each case for those that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No Significant Agreement is the subject of, or, to the knowledge of the Company, has been thre...
Significant Agreements. Terms of Agreements with Third-party Educational or Operational Service Providers and any other contracts or agreements that create significant relationships or effect on the School will be shared with Authorizer and comply with the NEO Policy for Authorizing Schools Contracting with Charter Management Organizations or External Service Providers, together referred to as "Service Providers".
Significant Agreements. 21 Section 3.13 Taxes....................................................22 Section 3.14
Significant Agreements. The Disclosure Schedule contains an accurate and complete list of all contracts, agreements, licenses, instruments and understandings (whether or not in writing) to which the Seller is a party or is bound and that are material to the Business, assets, financial condition or results of operations of the Seller. Without limiting the generality of the foregoing, such list includes all such contracts, agreements, licenses and instruments:
(a) Providing for payments of more than Five Thousand ($5,000.00) per year;
(b) Providing for the extension of credit other than consistent with normal credit terms described in the Disclosure Schedule;
(c) Limiting the ability of the Seller to conduct its Business or any other business or to otherwise compete in its or any other business, including as to manner or place;
(d) Providing for a guarantee or indemnity by the Seller;
(e) With any Affiliate of Seller;
(f) With any labor union or employees' association connected with Seller's Business;
(g) For the employment or retention of any director, officer, employee, agent, shareholder, consultant, broker or advisor of Seller or any other contract between Seller and any director, officer, employee, agent, shareholder, consultant or advisor which does not provide for termination at will by the Seller without further cost or other liability to the Seller as of or at any time after the Closing.
(h) In the nature of a profit sharing, bonus stock option, stock purchase, pension, deferred compensation, retirement, severance, hospitalization, insurance or other plan or contract providing benefit to any person or former director, officer, employee, agent, shareholder, consultant, broker or advisor of Seller, or such person's dependents, beneficiaries or heirs;
(i) In the nature of an indenture, mortgage, promissory note, loan or credit agreement or other contract relating to the borrowing of money or a line of credit by the Seller or relating to the direct or indirect guarantee or assumption by the Seller of obligations of others;
(j) Leases or subleases with respect to any property, real, personal or mixed, in which the Seller is involved, as lessor or lessee; and
(k) Distributorship Agreement(s) or License Agreement(s) with respect to any property which Seller has entered into as licensor. True and correct copies of all items so disclosed in the Disclosure Schedule have been provided or made available to Purchaser. Each of such items listed, or required to be listed, is a valid and ...
Significant Agreements. (a) Except as disclosed in Schedule 4.9, and except as expressly contemplated by this Combination and Investment Agreement, as of the date hereof, no Indianapolis Life Company is a party to or bound by:
(i) any lease of real property where an Indianapolis Life Company is a tenant (A) providing for annual base rentals of $100,000 or more, (B) expiring after December 31, 2005, or (C) where an Indianapolis Life Company holds an equity interest in such real property;
(ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets (other than an investment of Indianapolis Life Assets in accordance with investment policies set forth on Schedule 4.7(viii) hereto) by or from an Indianapolis Life Company that provides for aggregate payments by or to an Indianapolis Life Company of $300,000 or more;
(iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which an Indianapolis Life Company serves as a general partner or otherwise
Significant Agreements. 30 Section 5.15
Significant Agreements. Each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, except as would not reasonably be expected to have a Material Adverse Effect on the
