Status of Business Agreements Sample Clauses

Status of Business Agreements. Each Business Agreement is in full force and effect and is enforceable against the Subsidiaries and, to the Sellers’ knowledge, the other parties thereto, in accordance with its terms. The Subsidiaries are in compliance with each such Business Agreement. To Sellers’ knowledge, all other parties to such Business Agreements are in compliance with the terms thereof. Except as otherwise disclosed on Schedule 4.20, no consent or other action is required in order for such Business Agreements to remain in full force and effect following the Closing. Such Business Agreements constitute all material contracts, agreements, leases, licenses, commitments and purchase orders necessary for the Subsidiaries to conduct the Business as currently conducted.
Sample 1
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Status of Business Agreements. Each Business Agreement is in full force and effect, and is the legal, valid and binding obligation of the Company Party which is party thereto and enforceable by its terms. To the knowledge of the Company, all other parties to such Business Agreements are in material compliance with the terms thereof. Except as set forth on Schedule 4.22(a), (i) no Company Party is in material breach or default of any Business Agreement, (ii) no Seller nor any Company Party is in receipt of any claim of material default, dispute or breach under any Business Agreement, and (iii) no event has occurred that, with or without the giving of notice or lapse of time or both, would result in a material breach or default under such Business Agreement. Except as otherwise disclosed on Schedule 4.22(b), no consent or other action is required in order for such Business Agreements to remain in full force and effect following the Closing. Except for the redaction of customer names and economic terms of all customer Contracts or as disclosed on Schedule 4.22(c), the Company has delivered to Buyer true and complete copies of each such written Business Agreement.
Sample 1
Status of Business Agreements. Seller has previously delivered to Buyer correct and complete copies of each Business Agreement listed on Schedule 2.11 through Schedule 2.19. Each Business Agreement listed on any of Schedule 2.11 through Schedule 2.19 is in full force and effect and is enforceable against Seller and, to the best of Seller's knowledge, the other parties thereto, in accordance with its terms. Seller is in compliance with each such Business Agreement. To the best of Seller's knowledge, all other parties to such Business Agreements are in substantial compliance with the terms thereof. Except as otherwise disclosed on Schedule 2.20, each Business Agreement may be assigned to Buyer without the consent of any other Person.
Sample 1
Status of Business Agreements. Each Business Agreement listed on any of Schedule 2.14 through Schedule 2.21 is in full force and effect and is enforceable against Seller and, to Seller's knowledge, the other parties thereto, in accordance with its terms. Seller is in compliance with each such Business Agreement in all material respects. To Seller's knowledge, all other parties to such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed on Schedule 2.22, each such Business Agreement may be assigned to Buyer without the consent of any other Person. Such Business Agreements constitute all material contracts, agreements, leases, licenses and commitments necessary to conduct the Transferred Business as currently conducted.
Sample 1
Status of Business Agreements. Except as set forth in Schedule 5.16 or in any other Schedule, each of the leases, contracts and other agreements listed in Schedules 5.11(B), 5.12(B), 5.13(C), 5.14(C) and 5.15 (collectively, the “Business Agreements”) and each of the contracts and other agreements to which a Seller is a party or by which it is bound with respect to the Business not required by the terms of Section 5.15 to be listed in a Schedule to this Agreement constitutes a valid and binding obligation of a Seller and, to the Knowledge of Sellers, the other parties thereto, in each case, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and to general principles of equity. Seller is not in breach or default in any material respect under any Business Agreement or any such other contract or agreement to which it is a party or by which it is bound.
Sample 1
Status of Business Agreements. Each Business Agreement is in full force and effect and is enforceable against Seller and, to Seller's knowledge, the other parties thereto, in accordance with its terms. Seller is in compliance with each such Business Agreement in all material respects. To Seller's knowledge, all other parties to such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed on Schedule 2.20, each such Business Agreement may be assigned to Buyer without the consent of any other Person.
Sample 1
Status of Business Agreements. Each Business Agreement is in full force and effect and is enforceable against the Sellers and, to the Sellers’ knowledge, the other parties thereto, in accordance with its terms. The Sellers are in compliance with each such Business Agreement. To the Sellers’ knowledge, all other parties to such Business Agreements are in compliance with the terms thereof. Except as otherwise disclosed on Schedule 4.20, no consent or other action is required in order for such Business Agreements to remain in full force and effect following the Closing. Such Business Agreements constitute all material contracts, agreements, leases, licenses, commitments and purchase orders necessary for the Sellers to conduct the Noble Forklift Production business as currently conducted by Sellers.
Sample 1
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Related to Status of Business Agreements

  • Business Contracts All contracts and other agreements (other than the Real Property Leases and Personal Property Leases and the Accounts Receivable) to which the Seller is a party and which are utilized in the conduct of the Business, including without limitation contracts and other agreements relating to suppliers, sales representatives, distributors, consultants, customers, purchase orders, marketing and purchasing arrangements (the "Business Contracts");

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Status of Contracts Except as set forth in Schedule 5.17, each of the Seller Agreements constitutes a valid and binding obligation of the parties thereto and is in full force and effect and (except for those Seller Agreements which by their terms will expire prior to the Closing Date or are otherwise terminated prior to the Closing Date in accordance with the provisions hereof) may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder and without the consent, approval or act of, or the making of any filing with, any other party. Each Seller Party has fulfilled and performed in all material respects its obligations under each of the Seller Agreements, and each Seller Party is not in, or alleged to be in, material breach or default under, nor to the Knowledge of Seller is there or is there alleged to be any basis for termination of, any of the Seller Agreements. To the Knowledge of Seller, (i) no other party to any of the Seller Agreements has materially breached or defaulted thereunder, and (ii) no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by any Seller Party or by any such other party. No Seller Party is currently renegotiating any of the Seller Agreements or paying liquidated damages in lieu of performance thereunder. Complete and correct copies of each of the Seller Agreements have heretofore been made available to Buyer by Seller.

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

  • Adverse Agreements, Etc No Loan Party or any of its Subsidiaries is a party to any Contractual Obligation or subject to any restriction or limitation in any Governing Document or any judgment, order, regulation, ruling or other requirement of a court or other Governmental Authority, which (either individually or in the aggregate) has, or in the future could reasonably be expected (either individually or in the aggregate) to have, a Material Adverse Effect.

  • Compliance with Laws and Material Contracts Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien upon either (i) a material portion of the assets of any such Person in favor of any Governmental Authority, or (ii) any Collateral which is part of the Borrowing Base.

  • Compliance with Material Agreements Borrower shall, and shall cause each of its Subsidiaries to, comply in all material respects with all Senior Documents, material agreements, indentures, mortgages or documents binding on it or affecting its properties or business.

  • Compliance with Laws, Contracts, Licenses, and Permits The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

  • Compliance with Material Contracts Each Credit Party shall, and shall cause each of its Subsidiaries to, perform and observe all the material terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time reasonably requested by the Administrative Agent and, upon the reasonable request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Credit Party is entitled to make under such Material Contract.

  • NO CONFLICT WITH EXISTING OBLIGATIONS Executive represents that Executive’s performance of all the terms of this Agreement does not and will not breach any agreement or obligation of any kind made prior to Executive’s employment by the Company, including agreements or obligations Executive may have with prior employers or entities for which Executive has provided services. Executive has not entered into, and Executive agrees that Executive will not enter into, any agreement or obligation, either written or oral, in conflict herewith.

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