Seller Material Contract means any and all of the following: (a) each Seller Contract that involves performance of services or delivery of goods or materials by Seller of an amount or value in excess of ten thousand dollars ($10,000); (b) each Seller Contract that involves performance of services or delivery of goods or materials to Seller of an amount or value in excess of ten thousand dollars ($10,000); (c) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts by Seller in excess of ten thousand dollars ($10,000); (d) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and other Seller 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 or aggregate payments of less than ten thousand dollars ($10,000) and with terms of less than one year) of Seller ; (e) each licensing agreement or other Seller Contract with respect to patents, trademarks, copyrights or other intellectual property, including agreements with current or former employees, consultants or contractors regarding the appropriation or the nondisclosure of any of Intellectual Property of Seller ; (f) each joint venture, partnership and other Seller Contract (however named) involving a sharing of profits, losses, costs or liabilities by Seller with any other Person; (g) each Seller Contract containing covenants that in any way purport to restrict the business activity of Seller or any Affiliate of Seller or limit the freedom of Seller or any Affiliate of Seller to engage in any line of business or to compete with any Person; (h) each Seller Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (i) each power of attorney on behalf of Seller that is currently effective and outstanding; (j) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Seller to be responsible for consequential damages; (k) each Seller Contract for capital expenditures by Seller in excess of ten thousand dollars ($10,000); (l) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Seller other than in the Ordinary Course of Business; and (m) eac...
Seller Material Contract shall have the meaning set forth in Section 3.10(a).
Seller Material Contract means and includes every material agreement or material understanding of any kind, written or oral, which is legally enforceable by or against Seller, and specifically includes without limitation (a) contracts and other agreements with any current or former officer, director, employee, consultant or shareholder or any partnership, company, joint venture or any other entity in which any such person or entity has an interest; (b) agreements with any labor union or association representing any Seller employee; (c) contracts and other agreements for the provision of services other than by employees of Seller which entail a reasonably foreseeable financial consequence to any contracting party of at least $15,000; (d) bonds or other security agreements provided by any party in connection with the business of Seller; (e) contracts and other agreements for the sale of any of the assets or properties of Seller other than in the ordinary course of business or for the grant to any person or entity of any preferential rights to purchase any of said assets or properties; (f) joint venture agreements relating to the assets, properties or business of Seller or by or to which any of its assets or properties are bound or subject; (g) contracts or other agreements under which Seller agrees to indemnify any party, to share tax liability of any party, or to refrain from competing with any party; (h) any contracts or other agreements with regard to any indebtedness of Seller; or (i) any other contract or other agreement whether or not made in the ordinary course of business and involving a reasonably foreseeable financial consequence to any contracting party of at least $15,000. Seller has delivered to Bridgeline true, correct and complete copies of all such contracts, together with all modifications and supplements thereto. Except as set forth on the Disclosure Schedule, each of the contracts listed on the Disclosure Schedule is in full force and effect. Seller is not in breach of any of the material provisions of any such Seller Material Contract, nor, to the best knowledge of Seller, is any other party to any such contract in default thereunder, nor does any event or condition exist which with notice or the passage of time or both would constitute a default of a material provision thereunder, except for any such breach or default that individually and in the aggregate would not have a Material Adverse Effect on Seller. Seller has performed in all material respects all oblig...
Examples of Seller Material Contract in a sentence
Seller is not in breach of any of the material provisions of any such Seller Material Contract, nor, to the best knowledge of Seller, is any other party to any such contract in default thereunder, nor does any event or condition exist which with notice or the passage of time or both would constitute a default of a material provision thereunder, except for any such breach or default that individually and in the aggregate would not have a Material Adverse Effect on Seller.
Zils Facsimile No.: (847) 402-9116 with a copy to: Xxxxxxxx Xxsurance Company 2775 Sanders Road, Suite A8 Northbrook, Illinois 00000 Xxxxxxxxx: Susan L.
Unless otherwise so noted in Section 2.6 of the Seller Disclosure Schedule, each such Seller Material Contract was entered into in the Ordinary Course of Business.
The Seller is not in conflict with, or in default or violation of, nor have any of them received, since its formation, any written notice of any conflict with, or default or violation of, (i) any applicable Law by which it or any property or asset of the Seller is bound or affected, including, without limitation, consumer protection, insurance or securities Laws, or (ii) any Seller Material Contract.
Seller has not received any written notice of the intention of any party to terminate any Seller Material Contract that is an Assigned Contract.
More Definitions of Seller Material Contract
Seller Material Contract means and includes every material agreement or material understanding of any kind, written or oral, which is legally enforceable by or against Seller, and specifically includes without limitation (a) contracts and other agreements with any current or former manager, officer, employee, consultant or member or any partnership, company, joint venture or any other entity in which any such person or entity has an interest; (b) agreements with any labor union or association representing any Seller employee; (c) contracts and other agreements for the provision of services other than by employees of Seller which entail a reasonably foreseeable financial consequence to any contracting party of at least $15,000; (d) bonds or other security agreements provided by any party in connection with the Business; (e) contracts and other agreements for the sale of any of the assets or properties of Seller other than in the Ordinary Course or for the grant to any person or entity of any preferential rights to purchase any of said assets or properties; (f) joint venture agreements relating to the assets, properties or Business of Seller or by or to which any of their assets or properties are bound or subject; (g) contracts or other agreements under which Seller agrees to indemnify any party, to share {M1108931.1 } - 17 - tax liability of any party, or to refrain from competing with any party; (h) any contracts or other agreements with regard to any indebtedness of Seller; or (i) any other contract or other agreement whether or not made in the Ordinary Course and involving a reasonably foreseeable financial consequence to any contracting party of at least $15,000. Seller has delivered to Purchaser true, correct and complete copies of all such contracts, together with all modifications and supplements thereto. Except as set forth on the Disclosure Schedule, each of the contracts listed on the Disclosure Schedule is in full force and effect. Seller is not in breach of any of the material provisions of any such Seller Material Contract, nor, to the best knowledge of Seller, is any other party to any such contract in default thereunder, nor does any event or condition exist which with notice or the passage of time or both would constitute a default of a material provision thereunder, except for any such breach or default that individually and in the aggregate would not have a Material Adverse Effect on Seller. Seller has performed in all material respects all obligations required to...
Seller Material Contract means, other than purchase orders entered into in the ordinary course of business:
Seller Material Contract means each Contract to which any Seller Group Company is a party: (i) which could require aggregate payments by or to any Seller Group Company, or involve an unperformed commitment or services having a value, in excess of $150,000 in any twelve (12)-month period; (ii) pursuant to which any Seller Group Company has made or will make loans or advances, or has incurred or will incur any Indebtedness (other than to any employees); (iii) which is an indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (iv) involving a partnership or joint venture; (v) involving restrictions relating to any Seller Group Company or its business with respect to the geographical area of operations or scope or type of business of any Seller Group Company or, other than in respect of confidentiality or non-disclosure agreements entered into in the Ordinary Course of Business, any Seller Group Company’s right to hire or solicit any Person as an employee, consultant or independent contractor; (vi) which provides for the acquisition, directly or indirectly (by merger or otherwise), of material assets (whether tangible or intangible) or the capital stock of another Person; (vii) which involves the sale, issuance or repurchase of any securities or other ownership interest of any Seller Group Company; (xiii) with any Governmental Authority; (ix) containing a most favored nation or similar price-related provisions in favor of any customer or other counterparty; or (x) obligating any Seller Group Company to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party.
Seller Material Contract means any and all of the following: (a) each Seller Contract that involves performance of services or delivery of goods or materials by Seller of an amount or value in excess of one thousand dollars ($1,000); (b) each Seller Contract that involves performance of services or delivery of goods or materials to Seller of an amount or value in excess of one thousand dollars ($1,000); (c) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts by Seller in excess of one thousand dollars ($1,000); (d) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and other Seller 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 or aggregate payments of less than one thousand dollars ($1,000) and with terms of less than one year) of Seller.
Seller Material Contract has the meaning set forth in Section 3.02(q).
Seller Material Contract is defined in Section 4.7.
Seller Material Contract has the meaning set forth in Section 4.10(b). OC\1994682.10