Agreements and Actions Clause Samples

Agreements and Actions. Neither the Corporation nor any Subsidiary is in violation of any term of the articles or by-laws or any constating document thereof. Neither the Corporation nor any Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could, result in any material adverse effect on the business, condition (financial or otherwise), capital, affairs or operations of the Corporation or any Subsidiary, neither the Corporation nor any Subsidiary is in default in the payment of any obligation owed which is now due and there is no action, suit, proceeding or investigation commenced, pending or, to the knowledge of the Corporation, threatened which, either in any case or in the aggregate, might result in any material adverse effect on the business, condition (financial or otherwise), capital, affairs, prospects or operations of the Corporation on a consolidated basis or in any of the material properties or assets thereof or in any material liability on the part of the Corporation or any Subsidiary or which places, or could place, in question the validity or enforceability of this Agreement, or any document or instrument delivered, or to be delivered, by the Corporation pursuant hereto or thereto;

Agreements and Actions. None of the Corporation or any Subsidiary is in violation of any term of any constating document thereof. Neither the Corporation nor any Subsidiary is in violation of any material term or provision of any agreement, indenture or other instrument applicable to it. Neither the Corporation nor any Subsidiary is in default in the payment of any material obligation owed which is now due, if any, and except for certain potential claims with respect to the Lithium Nevada Project that the Corporation considers to be without merit, there is no action, suit, proceeding or investigation commenced, threatened or, to the knowledge of the Corporation, pending which, individually or in the aggregate, might result in any Material Adverse Effect or in any material liability on the part of the Corporation or any Subsidiary or which places, or could reasonably be expected to place, in question the validity or enforceability of this Agreement, the Investor Rights Agreement or any other document or instrument delivered, or to be delivered, by the Corporation pursuant hereto.

Agreements and Actions. The Company is not in violation of any term of its constating documents. The Company is not in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could, result in any Material Adverse Effect on the Business, condition (financial or otherwise), affairs or operations of the Company. The Company is not in default in the payment of any obligation owed which is now due and there is no action, suit, proceeding or investigation commenced or, to the knowledge of the Company after due inquiry, pending or threatened which, either in any case or in the aggregate, might result in any Material Adverse Effect on the business, condition (financial or otherwise), affairs, prospects or operations of the Company or in any of the material properties or assets thereof or in any material liability on the part of the Company or which places, or could place, in question the validity or enforceability of this Agreement, the Subscription Agreements or any document or instrument delivered, or to be delivered, by the Company pursuant hereto or thereto;

Agreements and Actions. None of Azarga or any Azarga Subsidiary is in violation of any term of any constating document thereof in any material respect. Neither Azarga nor any Azarga Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could reasonably be expected to, result in any Material Adverse Effect, neither Azarga nor any Azarga Subsidiary is in default in the payment of any material obligation owed which is now due, if any, and there is no action, suit, proceeding or investigation commenced, threatened or, to the knowledge of Azarga after due inquiry, pending which, either in any case or in the aggregate, might result in any Material Adverse Effect or which places, or could reasonably be expected to place, in question the validity or enforceability of this Agreement or any document or instrument delivered, or to be delivered, by Azarga pursuant thereto.

Agreements and Actions. None of enCore or any enCore Subsidiary is in violation of any term of any constating document thereof in any material respect. Neither enCore nor any enCore Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could reasonably be expected to, result in any Material Adverse Effect, neither enCore nor any enCore Subsidiary is in default in the payment of any material obligation owed which is now due, if any, and there is no action, suit, proceeding or investigation commenced, threatened or, to the knowledge of enCore after due inquiry, pending which, either in any case or in the aggregate, might result in any Material Adverse Effect or which places, or could reasonably be expected to place, in question the validity or enforceability of this Agreement or any document or instrument delivered, or to be delivered, by enCore pursuant thereto.

Agreements and Actions. (a) Except as set forth in Schedule 4.5(a), other than (i) standard employee benefits generally made available to all employees, and (ii) standard director and officer indemnification agreements approved by the Company’s Board of Directors there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, employees or Affiliates, or any Affiliate thereof. (b) Except for agreements explicitly contemplated by this Agreement or set forth in Schedule 4.5(b), there are no Contracts or proposed transactions, judgments, writs or decrees to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000 on an annual basis, (ii) the license of any material Intellectual Property Right to or from the Company (other than licenses or software subject to “shrink wrap” or “click through” licenses), or (iii) the grant of rights to license, market or sell its products or services to any other Person or affect the right of the Company to develop, distribute, market or sell its respective products or services. (c) Except as set forth in Schedule 4.5(c), the Company has not made any loans or advances to any Person, other than ordinary advances for travel expenses. (d) Schedule 4.5(d) contains a list of each of the Company’s material Contracts. Each material Contract entered into by the Company is valid, binding and enforceable and in full force and effect, except where failure to be valid, binding and enforceable and in full force and effect would not reasonably be expected to have a Material Adverse Effect and there are no defaults by the Company or, to Seller’s or the Company’s Knowledge, any other party thereto, thereunder, except those defaults that would not reasonably be expected to have a Material Adverse Effect and except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity. Except as set forth in Schedule 4.5(d), the Company is not a party to or bound by any non-compete agreement or any other agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, the Company is entitled to conduct all or any material portion of the Company’s Business. Except as set forth in Schedule 4.5(d), the transfer and sale of the Stock will not alter, terminate, or cause a ...

Agreements and Actions. (a) Except for agreements described herein and in the Charter Documents, there are no agreements, understandings, or proposed transactions between Company and its Shareholder, or any of its members of the board of directors or officers, Affiliates, Subsidiaries or any Affiliates thereof. (b) Other than the Charter Documents and agreements entered into in the ordinary course of business consistent with past practice, there are no agreements, understandings, instruments, contracts, judgments, orders, writs, or decrees to which Company is a party or by which it is bound that involve (i) obligations of, or payments by, Company in excess of $25,000.00, (ii) provisions restricting the development, manufacture, or distribution of Company’s products or services, or (iii) indemnification by Company with respect to infringement of proprietary rights. (c) Except as reflected in the Financial Statements, since the Balance Sheet Date, Company has not (i) incurred indebtedness for money borrowed in excess of $25,000.00 in the aggregate, or (ii) sold, exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its services and license agreements in the ordinary course of business.

Agreements and Actions. (a) Except for agreements explicitly contemplated hereby and by the Ancillary Agreements, including without limitation, all employment agreements and proprietary information and inventions agreements entered into by the Company, GroupCo or the Subsidiary and set forth on the Disclosure Letter, and except as otherwise set forth in the Disclosure Letter, there are no agreements, understandings or proposed transactions between the Company, GroupCo, the Subsidiary, any of the PRC Entities and their respective officers, directors, affiliates or any affiliate thereof. (b) Except as set forth in the Disclosure Letter there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company, GroupCo, the Subsidiary or any of the PRC Entities is a party or by which such party is bound that may involve (i) obligations (contingent or otherwise) of, or payments to such party in excess of, RMB 10,000,000 per annum, or (ii) any license of any patent, copyright, trade secret or other proprietary right to or from the Company, GroupCo, the Subsidiary or any of the PRC Entities (other than the license to the Company, GroupCo, the Subsidiary or any of the PRC Entities of standard, generally commercially available, “off-the-shelf” third party products that are not and will not to any extent be part of, or influence development of, or require payment with respect to, any product, service or intellectual property offering of the Company, GroupCo, the Subsidiary or any of the PRC Entities), or (iii) provisions materially restricting or affecting the development, manufacture or distribution of the Company’s, GroupCo’s, the Subsidiary’s or any of the PRC Entities’ products or services, or (iv) indemnification by the Company, GroupCo, the Subsidiary or any of the PRC Entities with respect to infringements of proprietary rights. (c) Except as set forth in Disclosure Letter, none of the Company, GroupCo, the Subsidiary or any of the PRC Entities has (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital shares, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $150,000 or, in the case of indebtedness and/or liabilities individually less than $150,000, in excess of $150,000 in the aggregate other than trade payables, (iii) made any loans or advances to any person, other than ordinary adva...

Agreements and Actions. Neither Miramar nor any Miramar Subsidiary is in violation of any term of the constating documents thereof. Neither Miramar nor any Miramar Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could, individually or in the aggregate, result in a Material Adverse Effect with respect to Miramar, neither Miramar nor any Miramar Subsidiary is in default in the payment of any obligation owed which is now due and there is no action, suit, proceeding or investigation commenced, pending or, to the knowledge of Miramar after due inquiry, threatened which, either in any case or in the aggregate, might result in a material adverse effect on the business, condition (financial or otherwise), capital, affairs, prospects or operations of Miramar or any Miramar Subsidiary or in any of the material properties or assets thereof or in any material liability on the part of Miramar or any Miramar Subsidiary or which places, or could place, in question the validity or enforceability of this Agreement or any document or instrument delivered, or to be delivered, by Miramar pursuant hereto.