Significant Contracts Sample Clauses
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. 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. Section 3.11(b) SSA ................................................ Section 3.8 State Takeover Approvals ........................... Section 2.3
Significant Contracts. (a) Subsections (i) through (xii) of Part 2.14(a) of the Company Disclosure Schedule list the following types of contracts and agreements to which the Acquired Corporations are a party (such contracts and agreements as are required to be set forth in Part 2.14(a) of the Company Disclosure Schedule being the “Significant Contracts”):
(i) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to each Acquired Corporation;
(ii) each contract and agreement which involved in the 12 month period preceding the date of this Agreement or is likely to involve in the 12 month period following the date of this Agreement consideration of more than $3,500,000, in the aggregate, over the remaining term of such contract or agreement;
(iii) all joint venture contracts, partnership arrangements or other agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities by each Acquired Corporation with any third party;
(iv) all material contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of each Acquired Corporation or income or revenues related to any product of each Acquired Corporation to which any Acquired Corporation is a party;
(v) all contracts and agreements evidencing material Indebtedness;
(vi) all contracts and agreements with any Governmental Body to which each Acquired Corporation is a party;
(vii) all contracts and agreements that limit, or purport to limit, the ability of any Acquired Corporation to compete in any line of business or with any person or entity or in any geographic area or during any period of time, in any material respect;
(viii) all contracts and agreements providing for benefits under any Company Employee Plan or material Company Employee Agreement;
(ix) all material Acquired Corporation IP Contracts;
(x) all insurance policies summarized pursuant to Section 2.17(a);
(xi) all contracts with customers required to be listed in Part 2.18 of the Company Disclosure Schedule; and
(xii) all other contracts and agreements, whether or not made in the ordinary course of business, which are material to the Acquired Corporations taken as a whole, or the conduct of their respective businesses, or the absence of which would, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect and exc...
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. 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. 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.
Significant Contracts. Schedule 3.19 is a complete and correct list of all contracts, agreements and other documents pursuant to which Borrower receives revenues in excess of $500,000. 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.