Subject Contracts. Each Subject Contract is valid and binding on the Company or its applicable Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect (except as limited by the Enforceability Limitations), and neither the Company nor its applicable Subsidiary party thereto nor, to the Knowledge of the Company, any other party thereto is (with or without notice or lapse of time, or both) in breach of or default pursuant to any such Subject Contract, except for such breach or failures to be in full force and effect that would not have a Company Material Adverse Effect. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice regarding any actual or possible material violation or breach of or material default under, or intention to cancel or materially modify to the detriment of the Company or any of its Subsidiaries, any Subject Contract, except in each case as would not, individually or in the aggregate, have a Company Material Adverse Effect.
Subject Contracts. All rights, titles and interests of Seller in and to (i) all presently existing and valid production sales agreements, operating agreements, gas transportation agreements, capacity lease agreements, and other agreements and contracts which relate to any of the properties described in subsections (a) (b) and (c), to the extent and only to the extent such rights, titles and interests are attributable to the properties described in subsections (a) (b) and (c) above all of such contracts and agreements are herein referred to as the "Subject Contracts"); and
Subject Contracts. Subsection 1.1
Subject Contracts. This MOU is only for purposes of SCAN installed Fiber. The form that the SWCCOG will use with respect to the County’s DFL’s that are the subject of this MOU are approved by the parties and attached hereto as Exhibit B. During the term of this MOU and any renewal of this MOU, the County hereby appoints the SWCCOG, acting by and through its Executive Director, as its exclusive agent to enter into, and execute the DFL’s on behalf of, and binding, the County.
Subject Contracts. 7 6.5 Compliance with Other Instruments; Title........................7 6.6
Subject Contracts. Schedule A contains a true and complete list ----------------- of all Acquired Contracts and Seller has furnished to Buyer true and accurate copies of each such contracts. All of such contracts were entered into in the normal course, and each of such contracts is valid and binding upon each party thereto and is in full force and effect. To the best of Seller's and Owners' knowledge (and except as set forth on Schedule A), (i) there is no material default or claim of default or breach under any provision of any of such contracts, or any impediment to the due and proper performance of any of such contracts in the normal course, and (ii) there are no facts or circumstances that would prevent the assignment of any of such contracts to Buyer or reasonably suggest that any customer that is a party thereto will not or cannot pay for the work remaining to be performed by Buyer thereunder.
Subject Contracts. (a) The Company is not a party to or bound by any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) that has not been filed or incorporated by reference as an exhibit to the Company SEC Documents. Except as set forth in Section 3.16(a) of the Company Disclosure Letter, (i) the Company is not in breach of or default under and no event has occurred that would constitute a default thereunder, with or without notice or lapse of time or both, in any material respect, the terms of any Subject Contract (as defined below), (ii) to the Knowledge of the Company, no other party to any Subject Contract is in breach of or default under, with or without notice or lapse of time or both, in any material respect, the terms of any such Subject Contract, (iii) each Subject Contract is a valid and binding obligation of the Company and, to the Knowledge of the Company, each other party thereto, and is in full force and effect (except as such enforceability (x) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally and (y) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law)), (iv) the Company has not received any written notice or claim of default under any Subject Contract or any written notice of an intention to terminate, not renew or challenge the validity or enforceability of any Subject Contract and (v) the Company and, to the Knowledge of the Company, each other party to a Subject Contract, has performed in all material respects all material obligations required to be performed by it under each Subject Contract.
(b) For purposes of this agreement, the term “Subject Contract” means any of the following Contracts (together with all exhibits and schedules thereto) to which the Company is a party as of the date hereof (in each case, other than a Benefit Plan or an Employment Agreement):
(i) Any limited liability company agreement, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any limited liability company, partnership or joint venture or relating to the sharing of profits therefrom;
(ii) Any Contract relating to (A) indebtedness for borrowed money in an amount in excess of $2,500,000 (whether incurred, assumed, guaranteed or secured by any asset), inc...
Subject Contracts. The Subject Contracts listed under the heading "Permitted Encumbrances" in Exhibit "A" hereto, including, but not limited to, the operating agreements applicable to the operation of the Subject Leases and the pipelines located on the lands covered by the Subject Easements and the pipelines located on the lands covered by the Subject Easements, are in force and effect, no Seller has been advised of a default under any such agreement, and there are no joint interest audits being conducted, nor any disputes concerning any such agreement. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby will not be considered a default under any of such Subject Contracts, except to the extent of any default thereunder waived by the necessary parties prior to the Closing.
Subject Contracts. This MOU is only for purposes of SCAN installed Fiber. The form that the SWCCOG will use with respect to the Local Government’s DFL’s that are the subject of this MOU are approved by the parties and attached hereto as Exhibit B. During the term of this MOU and any renewal of this MOU, the LOCAL GOVERNMENTS hereby appoints the SWCCOG, acting by and through its Executive Director, as its exclusive agent to enter into, and execute the DFL’s on behalf of, and binding, the Local Governments.
Subject Contracts. All rights, titles and interests of Seller in and to (i) all presently existing and valid operating agreements and other agreements, to the extent and only to the extent such agreements are attributable to any of the properties described in subsections (a), (b) and (c) above, and (ii) the gas sales agreements, production sales agreements, gas purchase agreements, gas transportation agreements, capacity lease agreements and other agreements listed on Exhibit 1.1(d) (all of such contracts and agreements referred to in this subsection (d), including without limitation those listed on Exhibit 1.1
