Significant Contracts. Schedule 2.1(r) is a complete and correct list of all contracts, agreements and other documents pursuant to which Borrower receives revenues in excess of $25,000 per fiscal year. Each such contract, agreement and other document is in full force and effect as of the date hereof and Borrower knows of no reason why such contracts, agreements and other documents would not remain in full force and effect pursuant to the terms thereof.
Significant Contracts. Schedule 2.1(q) is a complete and correct list of all contracts, agreements and other documents pursuant to which Borrower receives revenues in excess of $25,000 per fiscal year. Each such contract, agreement and other document is in full force and effect as of the date hereof and Borrower knows of no reason why such contracts, agreements and other documents would not remain in full force and effect pursuant to the terms thereof.
Significant Contracts. (a) Section 5.12(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Contracts to which the Company or any of its Subsidiaries is a party or is bound by falling within the following categories and existing as of the date hereof (each Contract required to be listed on Section 5.12(a) of the Company Disclosure Schedule and, as of the Closing, any other Contract in existence that would have been required to be disclosed pursuant to Section 5.12(a) if in existence on the date hereof, a “Significant Contract”):
(i) any Contract, the performance of which involves payments (A) by the Company or its Subsidiaries in the aggregate in excess of $250,000 during calendar year 2020 or that would reasonably be expected to be in excess of $250,000 during either calendar year 2021 or calendar year 2022 or (B) to the Company or its Subsidiaries in the aggregate in excess of $250,000 during calendar year 2020 or that would reasonably be expected to be in excess of $250,000 during either calendar year 2021 or calendar year 2022 (other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course of Business);
(ii) any Contract for the voting of Equity Securities of the Company or any of its Subsidiaries;
(iii) any Contract with a Top 10 Vendor (other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course of Business);
(iv) each employment Contract with any employee of the Company or one of its Subsidiaries that provides for annual target compensation in excess of $200,000;
(v) each collective bargaining Contract (a “Labor Contract”);
(vi) any Contract in respect of Leased Real Property;
(vii) (A) any material Contract under which the Company or any of its Subsidiaries has granted to a third party any right, license or covenant not to sxx with respect to any Intellectual Property, other than non-exclusive licenses granted in the Ordinary Course of Business consistent with past practice, or (B) any Contract pursuant to which the Company or any of its Subsidiaries obtains any right, license or covenant not to sxx from a third party with respect to any material Intellectual Property, other than non-exclusive licenses of commercial off-the-shelf Software that are available to the public generally, with annual license, maintenance, support and other fees of less than $150,000;
(viii) any Contract that (A)(1) contains a covenant not to compete in any line of business or solicit persons ...
Significant Contracts. Section 3.11(b) SSA............................................................... Section 3.8 State Takeover Approvals.......................................... Section 2.3
Significant Contracts. Schedule 9.28 as updated from time to time, including pursuant to any notice required under this Agreement) sets forth all Significant Contracts of the Loan Parties. After the Closing Date, no Loan Party has entered into, accelerated, terminated, modified, canceled or permitted to expire any Significant Contract or received notice that any other Person intends to accelerate, terminate, modify, cancel or permit to expire any such Significant Contract.
Significant Contracts. (a) Schedule 3.5(a) sets forth a true and complete list of the following Contracts to which the Company is a party or are otherwise bound (the Contracts within any of the following categories (whether or not set forth on such Schedule), the “Significant Contracts”):
(i) all Contracts for the employment of any officer, individual employee or other Person on a full time, part-time or consulting providing annual compensation in excess of $50,000, other than any “at will” contract that may be terminated by the Company upon thirty (30) days’ or less advance notice without penalty or further Liability, or that provide for any payments to such Person or other Liabilities of the Company upon a termination of employment for any reason, and all Company Plans;
(ii) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property), owned by any other Person, except for any Contract under which the aggregate annual rental payments do not exceed $10,000 and the total aggregate rental payments do not exceed $50,000;
(iii) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property), owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $10,000 and the total aggregate rental payments do not exceed $50,000;
(iv) customer Contracts for the largest ten (10) customers of the Company (by gross revenue) for each of the twelve (12) month period ended December 31, 2010 and the nine (9) month period ended September 30, 2011;
(v) all supply Contracts that are not terminable by the Company upon ninety (90) days’ or less notice without penalty or further Liability to the Company and that require more than $25,000 in annual payments or more than $100,000 in total aggregate payments over the remainder of the term to be made by the Company;
(vi) all Contracts that are terminable upon, or prohibit assignment upon, a change of control or ownership of the Company, a sale of the Company’s assets, or the transactions contemplated by this Agreement;
(vii) any license or other agreement relating to Intellectual Property Rights, other than licenses for generally commercially available, “off-the-shelf” software with total annual license fees less than $10,000 and with total aggregate license fees less than $50,000; or
(viii) any other Contract that...
Significant Contracts. Except for the Contracts set forth in Schedule 3.13 to this Agreement, the Company and the Seller are not a party to, and are not in any way obligated under, (i) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or compete with any Person; (ii) any contract, agreement or commitment with the Company’s present or past officers, employees, agents, consultants or advisors that is not cancelable by the Company on notice of not longer than thirty (30) days and without liability, penalty or premium; (iii) any contract, agreement or commitment relating to the disposition of assets of the Company, other than in the ordinary course of business; (iv) any agreement requiring the consent of any other person to the transfer or the sale by the Company of all or substantially all of the Company’s assets or to a change in control with respect to the Company; (v) any lease of, or agreement to purchase or sell, any capital asset; (vi) any management, consulting, personal service, agency or other contract which provides for rendition of services or for any commission, bonus, incentive, consulting or additional compensation; (vii) any agreement or note evidencing any Indebtedness; (viii) any license, other than licenses for off-the-shelf software applications; (ix) any agreement with an agent, dealer, distributor, sales representative or franchisee; (x) any agreement for the storage, transportation, treatment or disposal of any Materials of Environmental Concern; (xi) any agreement restricting the right of the Company to use or disclose any information in its possession; (xii) any partnership, joint venture or similar relationship; (xiii) any open purchase order by the Company to any vendor, or from any customer of the Company, which involves an amount in excess of $25,000; (xiv) any other agreement which involves an amount in excess of $25,000, or is not in the ordinary course of business of the Company; or (xv) any agreement with any third party for the manufacture of the Company’s products.
Significant Contracts. Schedule 2.1(r) is a complete and correct list of all contracts, agreements and other documents pursuant to which (i) Borrower receives revenues in excess of $25,000 per fiscal year or has committed to make expenditures in excess of $25,000 per fiscal year, (if) Borrower engages any pharmaceutical manufacturer to manufacture products to be sold by Borrower and (iii) Borrower engages any third-party to fulfill or supply products for sale by Borrower. Each such contract, agreement and other document is in full force and effect as of the date hereof and Borrower knows of no reason why such contracts, agreements and other documents would not remain in full force and effect pursuant to the terms thereof.
Significant Contracts. (a) True and correct copies have been made available to Parent of all Contracts to which the Company or any of its Subsidiaries is a party which are in effect as of the date hereof and fall within any of the following categories: (i) any Contract required to be disclosed in a Company Report; (ii) any Contract relating to indebtedness for borrowed money or any financial guaranty; (iii) any Contract that limits the ability of the Company, its Subsidiaries or any of their Affiliates to conduct or compete in any activity or business or in any geographic area; (iv) any Contract that involves anticipated future expenditures by the Company or any of its Subsidiaries of more than $250,000; (v) any joint venture, manufacturing, research (other than “material transfer agreements”), supply, collaboration or partnership Contract; (vi) any Contract for the lease or purchase of real property; (vii) any Contract with any director, officer or Affiliate of the Company or any of its Subsidiaries; and (viii) any Contract relating to the acquisition, development, license, transfer or disclosure of Intellectual Property which Contract is material to the business of the Company or any of its Subsidiaries other than “material transfer agreements” in customary form entered into in the ordinary course of business (collectively and with the IP Agreements, “Significant Contracts”). Section 5.11(a) of the Company Disclosure Schedule lists each Significant Contract of the Company or any of its Subsidiaries as of the date hereof.
(b) Each of the Significant Contracts are valid agreements and enforceable against the Company, are in full force and effect and, upon consummation of the Merger, shall continue in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence. The Company and each of its Subsidiaries has in all material respects performed all material obligations required to be performed by it to date under each Significant Contract. Neither the Company nor any of its Subsidiaries knows of, or has received notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute a default on the part of the Company or any of its Subsidiaries under any such Significant Contract, except where such default has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect.
Significant Contracts. Schedule 2.14 sets forth a Schedule of Significant Contracts, and completely and accurately lists the following contracts, commitments or arrangements (whether written or oral) under which Adirondack is obligated on the date hereof:
(a) All consulting arrangements, and contracts for professional and other services, including those under which Adirondack performs services for others, that are not terminable by Adirondack without damages or penalty with 30 days notice;
(b) All leases of real estate or personal property, exclusive of leases of personal property whereunder total annual rentals are, in each instance, less than $5,000;
(c) All contracts, commitments and agreements for the purchase, acquisition, development, sale or disposition of real or personal property, exclusive of conditional sales contracts and security agreements for the acquisition of personal property whereunder total future payments are, in each instance, less than $5,000;
(d) All employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA")) under which Adirondack or the Bank has or may have any obligation ("Adirondack ERISA Plans"), and all employment contracts, supplemental executive agreements, severance agreements and all other employee compensation arrangements and all other bonus, deferred compensation, pension, retirement, salary continuation agreements, profit sharing, stock option, stock purchase, stock appreciation and other employee benefit plans, formal or informal, under which Adirondack or the Bank has or may have any obligation ("Adirondack non-ERISA Plans") and, together with the Adirondack ERISA Plans, (the "Adirondack Benefit Plans");
(e) All union and other labor contracts;
(f) All agreements, contracts, mortgages, loans, deeds of trust, leases, commitments, indentures, notes, instruments and other arrangements, which are with officers or directors of Adirondack, any affiliates of Adirondack within the meaning of Section 23A of the Federal Reserve Act, or any record or beneficial owner of 10% or more of the common stock of Adirondack, excepting any ordinary and customary banking relationships that comply with applicable banking regulations; and
(g) Each other material contract to which Adirondack is a party or under which it is obligated made other than in the usual or ordinary course of business and which is not terminable by Adirondack without damages or penalty with 30 days notice.
