Selected Contracts definition
Examples of Selected Contracts in a sentence
Seller agrees that, at any time and from time to time after the Closing Date, Seller will, upon the request of Purchaser, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney or assurances as may be required for the valid assignment of the Selected Contracts to Purchaser.
Complete and correct copies of all Selected Contracts and amendments thereto that are in effect as of the date of this Agreement have been delivered to Anza.
Seller shall use its ---------------------------------------- best efforts to effect the lawful and valid assignment of the Selected Contracts designated by Purchaser to Purchaser on the Closing Date, including without limitation, the obtaining of all required consents to each such assignment from other parties to the Selected Contracts.
Those contracts relating to the operation of the --------- Branch Office as specifically selected by Purchaser pursuant to Section 3.05 hereof including, without limitation, safe deposit box rental agreements (the "Selected Contracts").
Amounts due and payable or ----------------------------- prepaid relating to the Selected Contracts, property, intangible and tangible taxes, safe deposit box rents, Savings Association Insurance Fund ("SAIF") insurance premiums, or other prepaid items of a similar nature which are assigned to Purchaser, shall be adjusted ratably to the Closing Date.
There shall be no general assumption by Purchaser -------------- of Seller's liabilities, whether accrued or unaccrued, contingent, or otherwise; except, (i) liabilities relating to the Selected Contracts assumed by Purchaser; and (ii) the Deposit Liabilities.
Cerus and, to the Knowledge of Cerus, any other party thereunder, has performed all material obligations required to be performed by such party under the Selected Contracts, and Cerus is not in material breach or default under any Selected Contract and, to the Knowledge of Cerus, no other party to any Selected Contract is (with or without the lapse of time or the giving of notice, or both) in material breach or default thereunder.
There shall be no general assumption by Purchaser of Seller's liabilities, whether accrued or unaccrued, contingent, or otherwise; except, (i) liabilities relating to the Selected Contracts (including the Premises Lease) assumed by Purchaser; and (ii) the Deposit Liabilities.
Except as would not be Significant to the Company, individually or in the aggregate, the Company has not received written notice, and has no reason to believe, that any Company Selected Contracts are not legal, valid and binding obligations of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with their terms.
As of the date of this Agreement, each Selected Contract, is in full force and effect (other than with respect to Selected Contracts that have expired in accordance with their terms), except as would not, individually or in the aggregate, have a Material Adverse Effect.