Contracts, etc. To enter into, make and perform all such obligations, contracts, agreements and undertakings of every kind and description, with any Person or Persons, as the Trustees shall in their discretion deem expedient in the conduct of the business of the Trust, for such terms as they shall see fit, whether or not extending beyond the term of office of the Trustees, or beyond the possible expiration of the Trust; to amend, extend, release or cancel any such obligations, contracts, agreements or understandings; and to execute, acknowledge, deliver and record all written instruments which they may deem necessary or expedient in the exercise of their powers;
Contracts, etc. Attached hereto as Schedule III is a statement of outstanding Indebtedness of the Company and its Subsidiaries for borrowed money in excess of $2,000,000 as of the date set forth therein, and a complete and correct list of all agreements, contracts, indentures, instruments, documents and amendments thereto to which the Company or any Subsidiary is a party or by which it is bound pursuant to which any such Indebtedness of the Company and its Subsidiaries is outstanding on the date hereof. Said Schedule III also includes a complete and correct list of all such Indebtedness of the Company and its Subsidiaries outstanding on the date indicated in respect of Guarantee Obligations in excess of $2,000,000 and letters of credit in excess of $2,000,000, and there have been no increases in such Indebtedness since said date other than as permitted by this Agreement.
Contracts, etc. (a) Except for contracts, agreements, leases and commitments entered into in the ordinary course of business or which have been filed as, neither Camex nor the Camex Subsidiary is a party to or bound by any Contract:
(i) relating to capital expenditures or improvements in excess of $100,000 in the aggregate;
(ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation;
(iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation;
(iv) relating to the employment of any employees or the rights of employees upon severance or termination;
(v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $150,000 per annum, excluding those which may be terminated without penalty on 90 days’ notice or less;
(vi) which contemplates payment on or as a result of a change of control of Camex or the Camex Subsidiary (whether on termination of such agreement, on occurrence of any other event or circumstances, or after notice or lapse of time or otherwise);
(vii) with any director or officer, former director or officer, shareholder or any Person not dealing at arm’s length with Camex or the Camex Subsidiary;
(viii) with a bank or other financial institution relating to borrowed money;
(ix) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts;
(x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other Person or relating to commitments to purchase the assets of any other Person or to guarantee the price thereof;
(xi) relating to the acquisition or disposition of any shares or securities of any entity;
(xii) relating to the acquisition, disposition or lease of any business operations or real property;
(xiii) limiting or restraining Camex or the Camex Subsidiary from engaging in any activities or competing with any Person;
(xiv) which involves the use of a derivative, including any forward contracts or options; or
(xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Person.
(b) Camex and the Camex Subsidiary and, to the knowledge of Camex, each of the other parties thereto, is in compliance with all covenants under any Contract, and no default has occurred which,...
Contracts, etc. As used in this Agreement, the term "
Contracts, etc.
(a) Except for this Agreement or contracts, agreements, leases and commitments entered into in the ordinary course of business or which have been filed as, Xxx is not a party to or bound by any Contract:
(i) relating to capital expenditures or improvements in excess of $50,000 in the aggregate;
(ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation;
(iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation;
(iv) relating to the employment of any employees or the rights of employees upon severance or termination;
(v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $50,000 per annum, excluding those which may be terminated without penalty on 90 days' notice or less;
(vi) which contemplates payment on or as a result of a change of control of Xxx (whether on termination of such agreement, on occurrence of any other event or circumstances, or after notice or lapse of time or otherwise);
(vii) with any director or officer, former director or officer, shareholder or any person not dealing at arm's length with Xxx;
(viii) with a bank or other financial institution relating to borrowed money;
(ix) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts;
(x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other person or relating to commitments to purchase the assets of any other person or to guarantee the price thereof;
(xi) relating to the acquisition or disposition of any shares or securities of any entity, other than this Agreement;
(xii) relating to the acquisition, disposition or lease of any business operations or real property;
(xiii) limiting or restraining Xxx from engaging in any activities or competing with any person;
(xiv) which involves the use of a derivative, including any forward contracts or options; or
(xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any person.
(b) Xxx and, to the knowledge of Xxx, each of the other parties thereto, is in compliance with all covenants under any Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default...
Contracts, etc. (a) Set forth on Section 3.20 of Parent Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments, both oral and written, to which Parent is a party or by which Parent or its properties or assets are bound:
(i) each service or other similar type of agreement under which services are provided by any other Person to Parent which is material to the business of Parent taken as a whole;
(ii) each agreement that restricts the operation of the business of Parent or the ability of Parent to solicit customers or employees;
(iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent taken as a whole of any real or tangible personal property or assets;
(iv) each agreement under which services are provided by Parent to any material customer;
(v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned or any note, bond, indenture or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Parent), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business);
(vi) each partnership, joint venture or similar agreement;
(vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of Parent's capital stock;
(viii) each agreement to make unpaid capital expenditures in excess of $25,000;
(ix) each agreement providing for accelerated or special payments as a result of the Merger, including any shareholder rights plan or other instrument commonly referred as a "poison pill." A complete and correct copy of each written agreement, lease or other type of document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 3.20(a) has been previously delivered to the Company.
(b) Each agreement, lease or other type of document required to be disclosed pursuant to Sections 3.13, 3.14 or 3.20(a) to which Parent is a party or by which Parent or its properties or assets are bound (collectively, the "Parent Contracts"), except those Parent Contracts the loss of which could reasonably be expected to not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable ...
Contracts, etc. (a) Set forth in Section 2.20 of the Company Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or their respective properties or assets are bound:
(i) each service or other similar type of agreement under which services are provided by any other Person to the Company or any of its Subsidiaries which provides for a material change in the cost to the Company or its Subsidiaries of such services or the type thereof as a result of the transactions contemplated hereunder;
(ii) each operating lease (as lessor, lessee, sublessor or sublessee) of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder;
(iii) each agreement under which services are provided by the Company or any of its Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder;
(iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereunder;
(v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company or any of its Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); and
(vi) any agreement or other undertaking that restricts, in any material respect, the...
Contracts, etc. (a) Set forth on Schedule 3.15 hereto is a complete and correct list of each of the following Contracts, government licenses and other instruments to which Exousia Merger Subsidiary is a party or by which Exousia Merger Subsidiary or its properties or assets are bound (reasonably expected to involve more than $25,000);
(i) each service or other similar type of agreement under which services are provided by any other Person to Exousia Merger Subsidiary;
(ii) each agreement that restricts the operation of the business of Exousia Merger Subsidiary as presently conducted and each agreement that restricts the ability of Exousia Merger Subsidiary to retain agents or distributors or to solicit customers or employees;
(iii) each agreement with an Affiliated Person;
(iv) each operating lease (as lessor, lessee, sublessor or sublessee) of any real property;
(v) each operating lease (as lessor, lessee, sublessor or sublessee) of any tangible personal property or assets (except for leases calling for payment of less than $2,000 per year and having a term of less than one (1) year);
(vi) each license (as licensor, licensee, sublicensor or sublicensee) of any patents, trademarks or other item of intellectual property described in Section 3.15;
(vii) each agreement under which services are provided by Exousia Merger Subsidiary to any material customer;
(viii) each written agreement for the purchase of supplies or product which calls for performance by Exousia Merger Subsidiary over a period of more than six (6) months or with respect to which there exists an aggregate future liability of Exousia Merger Subsidiary in excess of $25,000;
(ix) each agreement under which any money has been or may be borrowed or loaned or any note, bond, indenture, or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Exousia Merger Subsidiary), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business) that would have a Material Adverse Effect on Exousia Merger Subsidiary;
(x) each mortgage, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease (other than any mortgage, purchase money agreement, conditional sales contract or capital lease evidencing Liens solely on tangible personal property or assets under which there exists an agg...
Contracts, etc. Exhibit 4.7 to the Company's Disclosure Schedule lists all of the Company's "Material Contracts," defined as all agreements to which the Company or any Company Subsidiary is a party or by which any of them is bound, and which, as of the date of this Agreement, (i) would be required to be filed as "material contracts" with the SEC pursuant to the Exchange Act, or (ii) under which the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material Contracts"). The Company has made the Material Contracts available to the Parent. Except as set forth in Exhibit 4.7 to the Company Disclosure Schedule, to the Company's knowledge:
(a) All Material Contracts are (i) legally valid and binding in accordance with their terms, (ii) in full force and effect, and (iii) do not violate any federal, state or local law, rule, regulation or ordinance, and the Company has provided the Parent and the Subsidiary with copies of all such documents. All parties to the Material Contracts have complied with the provisions of the Material Contracts, except for such failures as do not, individually or in the aggregate, have a material adverse effect on the Company. No party is in default under any Material Contract, and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a default thereunder, except, in each case, where the invalidity of the Material Contract or the default or breach thereunder or thereof would not, individually or in the aggregate, have a material adverse effect on the Company. As of the date hereof, the Company has not received any notice of termination or cancellation or a request to renegotiate any Material Contract.
(b) No Material Contract will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on the Company.
(c) The Company has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.8) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.
Contracts, etc. On the service of a notice of termination in accordance with this Agreement for any reason:
