THE ASSIGNED CONTRACTS AND OTHER AGREEMENTS Sample Clauses

THE ASSIGNED CONTRACTS AND OTHER AGREEMENTS. Schedule 1.4 contains accurate and complete list of the Assigned Contracts and Schedule 6.8 hereto contains accurate and complete list of, each contract, agreement, indenture, note, lease, or other instrument or commitment, written or oral, to which Seller is a party or is bound or which relates to or affects or could affect any of the Purchased Assets, the Assumed Obligations or the Purchased Restaurants or the consummation of the transactions contemplated by this Agreement and is not already listed on Schedule 1.3, Schedule 1.4 or Schedule 6.7 (collectively the "Other Contracts"). Accurate and complete copies of all of Assigned Contracts and the Other Contracts (collectively, the "Material Contracts") have been furnished by Seller to Buyer. The Material Contracts include, without limitation, each contract, agreement, license, instrument commitment or understanding, written or oral (other than the Leases), which: (a) Provides for the sale, lease or rental of any products goods, or equipment or other assets or properties to or by Seller related to the Purchased Restaurants (other than purchase orders issued or received by Seller in the ordinary course of business and consistent with past practices); (b) Provides for the payment of monies to or by Seller which arise out of or relate to the Purchased Restaurants; (c) Provides for the licensing by or to Seller, or the use or possession by Seller, of any software, trademarks, trade names, service marks, copyrights, know-how, patents or other intellectual property rights used in connection with the operation of the Purchased Restaurants; (d) Grants a security interest or permit or provide for the imposition of any other Lien or Encumbrance on, or provide for the disposition of, any of the Purchased Assets; (e) Requires the consent of any third party to or would terminate as a result of the consummation by Seller of the transactions contemplated by this Agreement; (f) Restricts or would restrict the conduct of any aspects of the Purchased Restaurants or the use or disposition by Buyer after the date hereof of any of the Purchased Assets; (g) Governs or relates to any of the Assumed Obligations or which evidences any other liability or obligation, whether for borrowed money or otherwise, that would be accelerated by reason of the consummation of the transactions contemplated hereby; or (h) If terminated or breached would have a Material Adverse Effect on the Purchased Restaurants. Except for the Assigned Contract...
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THE ASSIGNED CONTRACTS AND OTHER AGREEMENTS. Schedule 1.1(b) contains accurate and complete lists of the Assigned Contracts, and Schedule 4.8 hereto contains a list of all other contracts, agreements, indentures, notes, leases, or other instruments or commitments, written or oral, to which Seller is a party or is bound or which relates to or affects or could affect in any material respect any of the Purchased Assets, the Assumed Contractual Obligations or the Business or the consummation of the transactions contemplated by this Agreement (collectively the "Other Contracts"). Accurate and complete copies of all of the Assigned Contracts and the Other Contracts, including all amendments thereto and written waivers thereunder (collectively, the "Material Contracts"), have been furnished by the Selling Parties to Purchaser. The Material Contracts include, without limitation, all contracts, agreements, licenses, instruments commitments, understandings, written or oral, which: (a) Grant a security interest or permit or provide for the imposition of any other Encumbrance on, or provide for the disposition of, any of the Purchased Assets; (b) Require the consent of any third party to or would terminate as a result of the consummation by Seller of the transactions contemplated by this Agreement; (c) Would restrict the use or disposition by Purchaser after the date hereof of any of the Purchased Assets; (d) Govern or relate to any of the Assumed Contractual Obligations or which evidences any other liability or obligation, whether for borrowed money or otherwise, that would be accelerated by reason of the consummation of the transactions contemplated hereby; or (e) If terminated would have a Material Adverse Effect on the Business or the Purchased Assets. Each of the Material Contracts is a valid and binding obligation of Seller and, to the knowledge of the Selling Parties, of the other parties thereto, enforceable in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and general principles of equity relating to the availability of equitable remedies. Except as otherwise set forth in Schedule 4.8 hereto, there have not been any defaults by Seller or, to the best knowledge of the Selling Parties, defaults or any claims of default or claims of nonenforceability by the other party or parties under or with respect or any of the Material Contracts which, individually or in the aggregate, would have a Material Adverse Effect...
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THE ASSIGNED CONTRACTS AND OTHER AGREEMENTS. Accurate and complete copies of all of the Assigned Contracts have been furnished by Seller to Buyer. Each of the Assigned Contracts is a valid and binding obligation of Seller and, to Seller’s Knowledge, the other parties thereto, enforceable in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and general principles of equity relating to the availability of equitable remedies. There have not been any defaults by Seller or, to the Knowledge of Seller, defaults or any claims of default or claims of nonenforceability by the other party or parties under or with respect to any of the Assigned Contracts which, individually or in the aggregate, would have a Material Adverse Effect on Seller, and to the Knowledge of Seller there are no facts or conditions that have occurred or that are anticipated to occur which, with the passage of time or the giving of notice, or both, would constitute a default by Seller, or to the Knowledge of Seller, by the other party or parties, under any of the Assigned Contracts or would cause a creation or imposition of any Encumbrance upon any of the Purchased Assets or otherwise would have a Material Adverse Effect on Seller. None of the Assigned Contracts contains any provisions which, after the date hereof, would hinder or prevent Buyer from continuing to use any of the assets or property, tangible or intangible, that are the subject of the Assigned Contract in the manner in which they are currently used.
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THE ASSIGNED CONTRACTS AND OTHER AGREEMENTS. Schedule 4.6 hereto contains an accurate and complete list of each contract, agreement, indenture, note, lease, or other instrument or commitment, written or oral, which relates to or affects or could affect any of the Purchased Assets,
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THE ASSIGNED CONTRACTS AND OTHER AGREEMENTS. (a) Schedule 1.1(c) contains an accurate and complete list of the ---------------
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THE ASSIGNED CONTRACTS AND OTHER AGREEMENTS. Schedules 1.1(d) ------------------------------------------- and (e) contain an accurate and complete list of the Assigned Contracts other than Assigned Contracts assigned to Buyer after the date hereof pursuant to the terms of Section 5.15 hereof. Seller has furnished to Buyer accurate and complete copies of the Assigned Contracts other than Assigned Contracts assigned to Buyer after the date hereof pursuant to the terms of Section 5.15 hereof. Each of the Assigned Contracts is a valid and binding obligation of Seller and, to Seller's knowledge, the other parties thereto, enforceable in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and general principles of equity relating to the availability of equitable remedies. There have not been any defaults by Seller or, to Seller's Knowledge, defaults or any claims of default or claims of nonenforceability by the other party or parties under or with respect to any of the Assigned Contracts which, individually or in the aggregate, would have a Material Adverse Effect on the CommSync Business, and there are no facts or conditions to Seller's Knowledge that have occurred or that are anticipated to occur which, with the passage of time or the giving of notice, would constitute a default by Seller, or to Seller's Knowledge, by the other party or parties under any of the Assigned Contracts, both in such a manner as would have a Material Adverse Effect on the CommSync Business.
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Related to THE ASSIGNED CONTRACTS AND OTHER AGREEMENTS

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Contracts and Other Collateral The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on a timely basis and in the manner therein required, including, without limitation, this Agreement.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Contracts and Other Commitments The Company does not have and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000 and do not extend for more than one year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days’ notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company’s business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the Company’s acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) shall not be considered to be contracts entered into in the ordinary course of business.

  • Indebtedness and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

  • Compliance with Law and Other Agreements The Company shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with the terms thereof.

  • VERIFICATION OF LICENSES, CREDENTIALS AND OTHER DOCUMENTS CONTRACTOR shall submit to LEA a staff list, and copies of all current licenses, credentials, certifications, permits and/or other documents which entitle the holder to provide special education and/or related services by individuals employed, contracted, and/or otherwise hired or sub-contracted by CONTRACTOR. CONTRACTOR shall ensure that all licenses, credentials, permits or other documents are on file at the office of the County Superintendent of Schools. CONTRACTOR shall provide the LEA with the verified dates of fingerprint clearance, Department of Justice clearance and Tuberculosis Test clearance for all employees, approved subcontractors and/or volunteers prior to such individuals starting to work with any student. CONTRACTOR shall monitor the status of licenses, credentials, certifications, permits and/or other documents for all individuals employed, contracted, and/or otherwise hired by CONTRACTOR. CONTRACTOR shall notify LEA and CDE in writing within forty-five (45) days when personnel changes occur which may affect the provision of special education and/or related services to LEA students. CONTRACTOR shall notify LEA within forty-five (45) days if any such licenses, certifications or waivers are expired, suspended, revoked, rescinded, challenged pursuant to an administrative or legal complaint or lawsuit, or otherwise nullified during the effective period of this Master Contract. The LEA shall not be obligated to pay for any services provided by a person whose such licenses, certifications or waivers are expired, suspended, revoked, rescinded, or otherwise nullified during the period which such person is providing services under this Master Contract. Failure to notify the LEA and CDE of any changes in credentialing/licensed staff may result in suspension or revocation of CDE certification and/or suspension or termination of this Master Contract by the LEA.

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