Terminable Contracts/Rejections of Terminable Contracts Sample Clauses

Terminable Contracts/Rejections of Terminable Contracts. At such time (but no later than the 10th day after the Effective Date) as Seller, in good faith, believes that it has delivered to Purchaser all contracts affecting the Property that are terminable by the delivery of notice and/or the payment of a specified fee ("Terminable Contracts"), Seller will so notify Purchaser in writing. Purchaser shall have fifteen (15) days thereafter to advise Seller of those Terminable Contracts which Purchaser desires to have terminated (the "Terminable Contract Notice", and the Terminable Contracts covered thereby, the "Rejected Terminable Contracts"). Purchaser shall be deemed to have accepted and, at Closing, will assume each Terminable Contract, other than the Rejected Terminable Contracts. If Purchaser fails to forward the Terminable Contract Notice within the required 15-day period, Purchaser shall be deemed to have assumed all Terminable Contracts. Seller shall forward notices of termination, at Closing, with respect to all Rejected Terminable Contracts. Purchaser acknowledges that a Rejected Terminable Contract shall not be deemed terminated until the required days of notice, if any, are given to the vendor thereunder and that Seller will not be required to give termination notices until the Closing Date. Purchaser will be responsible only for any payments which become due for the thirty (30) day period following Closing under all Rejected Terminable Contracts solely by reason of the passage of the required notice period and Seller agrees to be responsible for any such payments which are required to be paid for the period in excess of the first thirty (30) days (which obligation shall expressly survive Closing).
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Related to Terminable Contracts/Rejections of Terminable Contracts

  • Non-Assignable Contracts Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Assigned Contracts if an attempted assignment thereof, without consent of a Third Party thereto that has not been received, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Kadmon or AbbVie thereunder (each, a “Non-Assignable Contract”). Kadmon shall use its Commercially Reasonable Efforts, at Kadmon’s sole cost and expense, to obtain the consent of the other parties to any such Non-Assignable Contract for the assignment thereof to AbbVie. Unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would materially adversely affect the rights of Kadmon thereunder so that AbbVie would not in fact receive all rights under such Non-Assignable Contract, then, notwithstanding anything to the contrary in this Agreement, (a) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of the Non-Assignable Contract, and (i) Kadmon shall use its Commercially Reasonable Efforts to obtain such consent as soon as possible after the Closing Date and (ii) AbbVie shall cooperate, to the extent commercially reasonable, with Kadmon in its efforts to obtain such consent; and (b) at AbbVie’s election prior to Closing, (i) the Non-Assignable Contract shall not constitute a Purchased Asset and AbbVie shall have no obligation with respect to any such Non-Assignable Contract or any liability with respect thereto or (ii) Kadmon shall use its Commercially Reasonable Efforts to obtain for AbbVie substantially all of the practical benefit of such Non-Assignable Contract, including by (A) entering into appropriate and reasonable alternative arrangements on terms mutually and reasonably agreeable to Kadmon and AbbVie and (B) subject to the consent and control of AbbVie, enforcement of any and all rights of Kadmon against the Third Party thereto arising out of the breach or cancellation thereof by such Third Party or otherwise. Nothing contained in this Section 3.2.3 shall be deemed to limit or modify the representations and warranties of Kadmon contained in Section 4 of this Agreement or limit CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION AbbVie’s rights to make claims for breaches of or inaccuracies in such representations or warranties pursuant to Section 6 of this Agreement.

  • Contracts; No Defaults (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of: (i) each Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000. (ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000: (iii) each current Insurance Policy; (iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000; (v) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00); (vi) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (viii) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (ix) each Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person; (x) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (xi) each power of attorney that is currently effective and outstanding; (xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xiii) each Contract for capital expenditures in excess of $10,000; (xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;. (b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.

  • Nonassignable Contracts Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets if an assignment or attempted assignment of the same without the consent of another Person would constitute a breach thereof or in any way impair the rights of Buyer or Seller thereunder. If any such consent is not obtained or if an attempted assignment would be ineffective or would impair either Seller's or Buyer's rights under any such lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets so that Buyer would not receive all such rights, then (x) Seller shall use reasonable efforts (it being understood that such efforts shall not include any requirement of Seller or any of its Subsidiaries to expend material sums of money or grant any material financial accommodation) to provide or cause to be provided to Buyer, to the extent permitted by law, the benefits of any such lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets and Seller shall promptly pay or cause to be paid to Buyer when received all moneys received by Seller with respect to any such lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets and (y) in consideration thereof Buyer shall pay, perform and discharge on behalf of Seller all of Seller's debts, liabilities, obligations and commitments thereunder in a timely manner and in accordance with the terms thereof. In addition, Seller shall take such other actions as may reasonably be requested by Buyer in order to place Buyer, insofar as reasonably possible, in the same position as if such lease, license agreement, Contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets had been transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to Buyer. If and when such consents and approvals are obtained, the transfer of the applicable lease, license agreement, contract, agreement, sales order, purchase order, open bid or other commitment or Acquired Assets shall be effected in accordance with the terms of this Agreement. Notwithstanding the foregoing, the provisions of this Section 2.05 shall not relieve Seller of any of its obligations under this Agreement with respect to any breach of any representations, warranties, covenants or agreements contained herein or in any of the Ancillary Agreements, or with respect to any of its indemnification obligations contained herein or therein.

  • Material Contracts; Defaults (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.

  • Conditions of Termination a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

  • 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.

  • SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.

  • 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");

  • Termination of Contracts Neither the Company nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any material contract or agreement referred to or described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or filed as an exhibit to the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or by any other party to any such contract or agreement.

  • Material Contracts and Commitments (a) Section 3.16 of the Company Disclosure Schedule contains a true and complete list as of the date of this Agreement of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Assets is bound, as each such contract or commitment may have been amended, modified or supplemented: (i) any agreement (including all master commitments and pool purchase contracts) between the Company or any of its subsidiaries and any Agency or Investor pursuant to which the Company and its subsidiaries sold more than $175 million in principal amount of Mortgage Loans during fiscal year 1999, and all insurance or guaranty contracts (including contracts with any private mortgage insurer or Pool (as defined herein) insurance provider with respect to the Mortgage Loans; (ii) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for rent in excess of $100,000 during any twelve-month period; (iii) any agreement for the lease of real property providing for the payment of rent in excess of $250,000 during any twelve-month period; (iv) any agreement (or group of related agreements) or indemnity under which the Company or any of its subsidiaries has created, incurred, assumed or guaranteed any debt including without limitation any indebtedness for borrowed money, warehouse lines of credit, or any capitalized lease or purchase money obligation (except for intercompany obligations); (v) any agreement under which the Company or any of its subsidiaries has granted a lien, pledge, security interest or other encumbrance upon any of its material assets; (vi) any agreement under which the Company or any of its subsidiaries has an obligation to indemnify a director, officer or employee; (vii) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis other than oral retainers of professionals terminable at will except for employment agreements of employees with a salary of less than $100,000 who have signed the Company's or any of its subsidiaries' standard form employment agreement (excluding commissioned employees); (viii) any agreement concerning confidentiality or noncompetition given by the Company other than those agreements (A) with employees on the Company's standard form employment, (B) related to Company Stock Options, (C) entered into with any Person in connection with the proposed sale of the Company and (D) that do not materially restrict the manner in which the Company or any of its subsidiaries conduct its business; (ix) any other plan, contract or arrangement, whether formal or informal, which involves direct or indirect compensation (including bonus, stock option, severance, golden parachute, deferred compensation, special retirement, consulting and similar agreements and all agreements and arrangements regarding the Company's net branches) for the benefit of one or more of the current or former directors, officers or employees of the Company (other than Company Employee Plans described in Section 3.12(a)); (x) any guaranty or suretyship, performance bond or contribution agreement; (xi) any marketing, sales representative or dealership agreement with respect to which the fees paid or payable by the Company are or will be in excess of $100,000; any material agreement relating to e-commerce or agreements related to the Company's "net branches"; and (xii) any other material contract or commitment. (b) The Company has heretofore made available to the Parent true and complete copies of all of the Contracts required to be set forth in Section 3.16 of the Company Disclosure Schedule. Each such Contract is a valid and binding agreement of the Company or one of its subsidiaries in accordance with its terms, and is in full force and effect (except as set forth in Section 3.16 of the Company Disclosure Schedule), except where the failure to be valid and binding and in full force and effect would not individually or in the aggregate have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default with respect to any such Contract, nor (to the Company's Knowledge) does any condition exist that with notice or lapse of time or both would constitute such a default thereunder or permit any other party thereto to terminate such Contract, except as would not have a Material Adverse Effect. To the Company's Knowledge, no other party to any such Contract is in default in any respect with respect to any such Contract, which would have a Material Adverse Effect. No party has given any written notice (i) of termination or cancellation of any such Contract or (ii) that it intends to assert a breach of any such Contract, whether as a result of the transactions contemplated hereby or otherwise, which would have a Material Adverse Effect. Each Contract identified in Section 3.16 of the Company Disclosure Schedule in response to any item under this Section 3.16 shall be deemed incorporated by reference to all other items in this Section 3.16.

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