Agreements, Contracts and Commitments. (a) Set forth in Schedule 2.13(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following: (i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, (ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements, (iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, (iv) any fidelity or surety bond or completion bond, (v) any lease of personal property, (vi) any agreement of indemnification or guaranty, (vii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person, (viii) any agreement, contract or commitment relating to capital expenditures, (ix) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business, (x) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vi) hereof, (xi) any purchase order or contract for the purchase of raw materials, (xii) any construction contracts, (xiii) any distribution, joint marketing or development agreement, or (xiv) any other agreement, contract or commitment that is not cancelable without penalty within thirty (30) days. (b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract. Each Company Contract is in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto. (c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby. (d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Monaco Coach Corp /De/), Stock Purchase Agreement (Monaco Coach Corp /De/), Stock Purchase Agreement (Monaco Coach Corp /De/)
Agreements, Contracts and Commitments. Neither Cyclacel, nor Seller in respect of the business or operations of Cyclacel, is a party to or bound by:
(a) Set forth in Schedule 2.13(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(ii) any material bonus, deferred compensation, incentive compensation, pension, profit profit-sharing or retirement plans, or any other employee benefit plans or arrangements,arrangements (including any agreements that contain severance pay);
(iiib) any employment employment, severance, change of control or consulting agreement, contract or commitment with an any employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organization,organization provides services to Cyclacel, not terminable by Cyclacel on ninety (90) days notice without liability, except to the extent general principles of wrongful termination law may limit Cyclacel’s ability to terminate employees at will;
(ivc) any fidelity agreement or surety bond plan, including any stock option plan, stock appreciation right plan or completion bond,stock purchase plan or other equity-based plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of either the Stock Purchase or the Liquidation or the value of any of the benefits of which will be calculated on the basis of either of Stock Purchase or the Liquidation;
(v) any lease of personal property,
(vid) any agreement of indemnification or guaranty,guaranty other than indemnification agreements between Cyclacel and any of its officers or directors;
(viie) any agreement, contract or commitment containing any covenant limiting the freedom of the Company Cyclacel to engage in any line of business or to compete with any Person,;
(viiif) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future obligations in excess of $100,000 and not cancelable without penalty;
(ixg) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets or any interest not in any business enterprise outside the ordinary course of the Company’s business,business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;
(xh) any mortgages, indentures, loans loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $100,000;
(i) any joint marketing or development agreement;
(i) any distribution agreement (identifying any that contain exclusivity provisions); (ii) any dealer, distributor, joint marketing, alliance, joint venture, shareholder, cooperation, development or other agreement currently in force under which Cyclacel has continuing material obligations to jointly market any product, technology or service, or any material agreement pursuant to which Cyclacel has continuing material obligations to jointly develop any Intellectual Property that will not be owned, in whole or in part, by Cyclacel; (iii) any material agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Cyclacel product, service or technology or any material agreement, contract or commitment currently in force to sell or distribute any Cyclacel products or service except agreements with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Cyclacel; or (iv) licenses or other agreements, including guaranties referred amendments to in clause (vi) hereof,such licenses, for patents, trademarks, trade secrets, domain names or other intellectual property rights;
(xik) any collective bargaining agreements;
(l) any purchase order or contract for the purchase of raw materials,materials involving $250,000 or more;
(xiim) any construction contracts,contract;
(xiiin) any distribution, joint marketing fidelity or development agreement, surety bond or completion bond; or
(xivo) any other agreement, contract or commitment that is not cancelable without penalty within thirty (30) days.material to the business or operations of Cyclacel; or
(bp) The Company any other agreement, contract or commitment which was entered into otherwise than at arm’s length. Neither Seller nor Cyclacel has, nor to the Knowledge of Seller has not any other party to a Cyclacel Material Contract (as defined below), breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract. Each Company Contract is in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contractsagreements, including all exhibitscontracts or commitments to which Seller or Cyclacel is a party or by which either of them is bound of the type described in clauses (a) through (p) above (any such agreement, amendments and supplements and all material correspondence related thereto. No contract or commitment, a “Cyclacel Material Contract”) in such manner as would permit any other party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.cancel or
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Xcyte Therapies Inc)
Agreements, Contracts and Commitments. (a) Set forth Except as disclosed in Schedule 2.13(a) is a list Section 4.25 of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsDisclosure Schedule, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the followingnot a party to:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iia) any bonus, deferred compensation, pension, profit sharing severance, profit- sharing, stock option, employee stock purchase or retirement plansplan, contract or any arrangement or other employee benefit plans plan or arrangements,other arrangement covering the Company's employees;
(iiib) any employment agreement with any of the Company's employees that contains any severance pay liabilities or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,obligations;
(ivc) any fidelity agreement for personal services or surety bond employment with any of the Company's employees that is not terminable on 30 days' (or completion bond,less) notice by the Company without penalty or obligation to make payments related to such termination;
(v) any lease of personal property,
(vid) any agreement of guarantee or indemnification or guaranty,in an amount that is material to the Company;
(viie) any agreement, contract agreement or commitment containing any a covenant limiting or purporting to limit the freedom of the Company to compete with any person in any geographic area or to engage in any line of business or to compete with any Person,business;
(viiif) any agreementlease to which the Company is a party as lessor or lessee that (x) provides for future payments of $10,000 or more, contract or commitment relating to capital expenditures,
(ixy) any agreement, contract or commitment relating is material to the disposition or acquisition conduct of assets or any interest in any the business enterprise outside the ordinary course of the Company’s business,;
(xg) any mortgages, indentures, loans joint venture agreement or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vi) hereof,profit-sharing agreement;
(xih) any purchase order or contract except for the purchase of raw materials,
(xii) any construction contracts,
(xiii) any distribution, joint marketing or development agreement, or
(xiv) any other agreement, contract or commitment that is not cancelable without penalty within thirty (30) days.
(b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract. Each Company Contract is trade indebtedness incurred in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result any loan or credit agreements providing for the extension of credit to the Company or any instrument evidencing or related in any way to indebtedness incurred in the termination acquisition of companies or nonrenewal other entities or indebtedness for borrowed money by way of such Company Contract. Following direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise that individually is in the Closingamount of $5,000 or more;
(i) any license agreement, either as licensor or licensee, or distributor, dealer, franchise, manufacturer's representative, sales agency or other similar agreement or commitment;
(j) any agreement or arrangement for the assignment, sale or other transfer by the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts agreement or consideration lease (or right to payment thereunder) by which it leases materials, products or other property to a third party;
(k) any contract or agreement that provides any discount other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms Company's standard discount terms;
(l) any agreement or commitment for the acquisition, construction or sale of such fixed assets owned or to be owned by the Company;
(m) any current agreement or commitment, not elsewhere specifically disclosed pursuant to this Agreement, to which present or former directors, officers or Affiliates of the Company Contract had or any of their "ASSOCIATES" (as defined in the transactions contemplated rules and regulations promulgated under the Securities Act) are parties;
(n) any agreement or arrangement for the sale of any of the assets, properties or rights of the Company (other than in the ordinary course of business) or for the grant of any preferential rights to purchase any of its assets, properties or rights or any material agreement that requires the consent of any third party to the transfer and assignment of any of its assets, properties or rights;
(o) any contract providing for the payment of a commission or other fee calculated as or by this Agreement reference to the volume of web traffic or a percentage of the profits or revenues of the Company or of any business segment of the Company;
(p) any contract or agreement not occurreddescribed above involving the payment or receipt by the Company of more than $25,000, or, in the case of contracts involving payments by the Company, which cannot be terminated by it on 30 days' notice without penalty, cost or liability; or
(q) any contract or agreement not described above that is material to the business, operations, assets, financial condition, results of operations, properties or prospects of the Company, including without limitation, agreements relating to web site development and operations; marketing, promotion, affiliate and advertising, including search engine referrals and Internet private labeling; fulfillment operations; and telephone, credit card and freight carrier services.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Pc Connection Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in Schedule 2.13(a) is a list of all agreementson SCHEDULE 2.12(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it and is or may become not bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment (excluding "at will" employee relationships) with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to the Company,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $50,000,
(viviii) any agreement of indemnification or guaranty,
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of $50,000,
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsmaterials involving $50,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreement,
(xvi) any agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code, or
(xivxvii) any other agreement, contract or commitment that involves $50,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in SCHEDULE 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company ContractEnd-User License or any agreement, contract or commitment required to be set forth on SCHEDULE 2.12(a) or SCHEDULE 2.11(b) (any such agreement, contract or commitment, a "CONTRACT"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in SCHEDULE 2.12(b), is not subject to any material default thereunder thereunder, of which the Company or ORA have knowledge has knowledge, by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the ClosingEffective Time, the Company will be permitted to exercise all of the Company's rights that the Company had under the Company Contracts prior to without the Closing without payment of any additional amounts or consideration other than ongoing fees fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Citadel Technology Inc), Merger Agreement (Netscape Communications Corp)
Agreements, Contracts and Commitments. Except as set forth in Section 3.12 of the Disclosure Schedule, neither the Corporation nor any of its Subsidiaries has continuing obligations under, is not a party to nor is it bound by:
(a) Set forth in Schedule 2.13(a) is a list of all any collective bargaining agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, ;
(b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,;
(iic) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,;
(iiid) any employment employment, sales or consulting agreement, contract or commitment with an employee or employee, individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,;
(ive) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Agreements or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by the Transaction Agreements, except as provided herein;
(f) any fidelity or surety bond or completion bond,;
(vg) any lease of personal property,property having annual lease payments individually in excess of $50,000;
(vih) any agreement of indemnification or guaranty,guaranty other than in the ordinary course of business;
(viii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company Corporation or any Subsidiary to engage in any line of business or to compete with any Person,;
(viiij) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $50,000;
(ixk) any agreement, contract or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of the Company’s Corporation's business,;
(xl) any purchase order or contract for the purchase of raw materials involving $50,000 or more;
(m) any construction contracts;
(n) any agreement, contract or commitment, including distribution or agency or sales representative agreements, with any party which, during the last two fiscal years of the Corporation, accounted for, or is expected to account during the Corporation's current fiscal year, for more than five percent (5%) of the Corporation's revenue or trade payables;
(o) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vi) hereof,
(xi) any purchase order or contract for . Each of the purchase of raw materials,
(xii) any construction contracts,
(xiii) any distribution, joint marketing or development agreement, or
(xiv) any other agreement, contract or commitment that is not cancelable without penalty within thirty (30) days.
(b) The Company Corporation and its Subsidiaries has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of (i) any Company agreement, contract or commitment set forth in Section 3.12 of the Disclosure Schedule, or (ii) any other material agreement, contract or commitment to which it is a party or by which it is bound (any such agreement, contract or commitment, a "Contract"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Section 3.12 of the Disclosure Schedule, is not subject to any default thereunder of which the Company or ORA have knowledge Corporation is aware by any party obligated to the Company Corporation or any Subsidiary pursuant thereto.
(c) No , other than late payments. Each of the Corporation and its Subsidiaries has obtained all necessary consents, waivers and approvals of parties to any Company Contract as are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, required in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered by the Transaction Agreements, or as are required or advisable in order to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result remain in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing effect without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had modification after the transactions contemplated by this Agreement not occurredthe Transaction Agreements. Each Contract requiring any consent, waiver or third-party approval as a result of the transactions contemplated by the Transaction Agreements is disclosed in Section 3.12 of the Disclosure Schedule. Neither the execution of the Transaction Agreements nor consummation of the transactions contemplated thereby will cause any default or breach under any Contract, including without limitation any key man clause in any Contract, or the acceleration of any payment obligation of the Corporation or any Subsidiary.
Appears in 2 contracts
Sources: Subscription Agreement (Vital Living Inc), Subscription Agreement (Skyepharma PLC)
Agreements, Contracts and Commitments. (a) Set forth in Schedule 2.13(a) is a list As of all agreementsthe date of this Agreement, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangementspay,
(iii) any employment or consulting agreement, contract or commitment (excluding "at will" employment relationships) with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides material services to the Company,
(iv) any fidelity or surety bond or completion bond,
(v) any lease of personal propertyproperty having a value individually in excess of $100,000,
(vi) any agreement of indemnification or guaranty,
(vii) any agreement, contract or commitment containing any covenant limiting the freedom relating to capital expenditures and involving payments in excess of the Company to engage in any line of business or to compete with any Person$100,000,
(viii) any agreement, contract or commitment relating to capital expenditures,
(ix) any agreement, contract or commitment relating to the disposition or acquisition by the Company of material assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof, other than advances to employees for travel and business expenses in the ordinary course of business consistent with past practices,
(xix) any purchase order or contract for the purchase of raw materialsmaterials involving $100,000 or more,
(xiixi) any construction contracts,
(xiiixii) any distribution, joint marketing or development agreement,
(xiii) any agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code, or
(xiv) any other agreement, contract or commitment that involves $100,000 or more or is not cancelable without penalty within thirty sixty (3060) days.days excluding orders for products received by the Company in the ordinary course of business; or
(xv) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person, excluding any limitations expressed in the grant to the Company of any Intellectual Property and grants of exclusive territory in overseas distribution agreements
(b) The Company has is not breachedin material breach, violated violation or defaulted default under, or received notice that it has breachedis in breach, violated violation or defaulted default (except for notices relating to breaches, violations or defaults that have been cured or corrected in all respects) under, any of the terms or conditions of any Company Contractagreement, contract or commitment required to be set forth on Schedule 2.12(a) or Schedule 2.11(b), (each such agreement, contract or commitment a "CONTRACT"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Russo Paul M)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on ------------------------------------- Schedule 2.13(a) is a list of all agreements2.17(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligationscollective bargaining agreements,
(ii) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Company's Board of Directors, other than those that are terminable by the Company,
(iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with under which a firm or other organizationorganization provides services to the Company,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty obligating the Company to make annual payments in excess of $10,000,
(viviii) any agreement of indemnification or guarantyguaranty (other than as set forth in end-user license agreements),
(viiix) any agreement, contract or commitment agreement containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment agreement relating to capital expendituresexpenditures and involving future payments in excess of $25,000,
(ixxi) any agreement, contract or commitment agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any open purchase order or contract for the purchase of raw materialsinvolving $25,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or development merchant agreement,
(xvi) any agreement pursuant to which the Company has granted or may be obligated to grant in the future, to any party a source-code license or option or other right to use or acquire source-code, including any agreements which provide for source code escrow arrangements,
(xvii) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of the Company's products or services, or the products or services of any other person or entity,
(xviii) any agreement pursuant to which the Company has advanced or loaned any amount to any stockholder of the Company or any director, officer, employee, or consultant other than business travel advances in the ordinary course of business consistent with past practice, or
(xivxix) any other agreement, contract agreement that involves $25,000 or commitment that more in future payments and is not cancelable without penalty within thirty ninety (3090) days.
(b) The . Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.17(b), the Company has not breached, violated or defaulted underunder in any material respect, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company agreement, contract or commitment required to be set forth on Schedule 2.17(a), Schedule 2.14(b) or Schedule 2.14(c) (any such agreement, contract or commitment, a "Contract"). Each Company Contract is in full force and -------- effect and and, except as otherwise disclosed in Schedule 2.17(b), is not subject to any default thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Inktomi Corp)
Agreements, Contracts and Commitments. (a) Set forth in Schedule 2.13(a) The Company is not a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,, other than standard offer letters provided to employees (who are not officers of the Company) in the ordinary course of business consistent with past practice, all of which offer letters create “at will” relationships and none of which create any contractual obligation of the Company to the other party thereto upon termination of such relationship (whether in the form of severance or benefit obligation or otherwise);
(ivii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(iii) any fidelity or surety bond or completion bond,;
(viv) any lease of personal property,property that involves a remaining obligation in excess of $10,000;
(vi) any agreement of indemnification or guaranty,
(viiv) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiivi) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments that involves a remaining obligation in excess of $10,000;
(ixvii) any agreement, contract or commitment relating to the leasing, licensing, disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business,;
(xviii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vi) hereof,;
(xiix) any purchase order or contract for the purchase of raw materials,materials that involves a remaining obligation in excess of $20,000;
(xiix) any construction contracts,;
(xiiixi) any dealer, distribution, joint marketing or development agreement;
(xii) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of the Company’s products or services, or the products or services of any person; or
(xivxiii) any other material agreement, contract or commitment that is not cancelable without penalty within thirty (30) dayscommitment.
(b) The Company is in compliance in all material respects with and has not breached, violated or defaulted under, in each case in any material respect, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or commitment listed in Section 3.15(a) of the Company Disclosure Schedule to which the Company is a party or by which it is bound (each, a “Company Contract”), nor is the Company, the Stockholders or the Company Principals aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Company Contract is in full force and effect and and, to the knowledge of the Stockholders, is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No . The Company has obtained or will obtain prior to the Closing all necessary consents, waivers and approvals of parties to any Company Contract as are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, required thereunder in connection with the execution and delivery of this Agreement and Acquisition for such Company Contracts to remain in effect without modification after the consummation of transactions contemplated hereby.
(d) date hereof. The Company has delivered to Monaco trueContracts requiring such consents, correct waivers and complete copies approvals are described in Section 3.15(b) of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company ContractDisclosure Schedule. Following the Closingdate hereof and subject to the fulfillment of all obligations of the Company thereunder, the Company will be permitted to exercise all of the Company’s rights that the Company had under the Company Contracts prior to without the Closing without payment of any additional amounts or consideration other than ongoing fees fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Medical Systems Holdings Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on ------------------------------------- Schedule 2.13(a) is a list of all agreements2.12(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with under which a firm or other organizationorganization provides services to the Company,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $50,000,
(viviii) any agreement of indemnification or guaranty,
(viiix) any agreement, contract or commitment agreement containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment agreement relating to capital expendituresexpenditures and involving future payments in excess of $50,000,
(ixxi) any agreement, contract or commitment agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsmaterials involving $10,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing (including any pilot program), development, content provider, destination site or development merchant agreement;
(xvi) any agreement pursuant to which the Company has granted or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code, or
(xivxvii) any other agreement, contract agreement that involves $50,000 or commitment that more or is not cancelable without penalty within thirty (30) days.
(b) The . Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company agreement, contract or commitment required to be set forth on Schedule 2.12(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a "Contract"). Each Company -------- Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Inktomi Corp)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements2.12(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to the Company,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $100,000,
(viviii) any agreement of indemnification or guaranty,
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of $100,000,
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsmaterials involving $100,000 or more to be incurred by the Company following the date of this Agreement,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreement,
(xvi) any agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code, or
(xivxvii) any other agreement, contract or commitment that involves $100,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The To the knowledge of the Company, except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract. Each Company Contract is in full force and effect and is not subject to any default thereunder of which the Company agreement, contract or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be commitment required to pay pursuant to the terms of be set forth on Schedule 2.12(a) or Schedule 2.11(g) (any such Company Contract had the transactions contemplated by this Agreement not occurred.agreement, contract or commitment, a
Appears in 1 contract
Agreements, Contracts and Commitments. Except as set forth in Section 3.18 of the Disclosure Letter, the Company does not have, is not a party to, nor is it bound by:
(a) Set forth in Schedule 2.13(a) is a list of all agreements, contracts, leases, licenses Any agreements that contain any unpaid severance liabilities or commitments (a) under which the Company has or may acquire any rights, obligations;
(b) under which the Company has Any agreement, contract or may become subject to any obligation or liabilitycommitment with a vendor, or service maintenance contract involving, a future obligation in excess of Ten Thousand Dollars ($10,000);
(c) by which Any agreement, contract or commitment with any customer of the Company or any of involving the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:Company's Intellectual Property Rights;
(id) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iii) any Any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,, not terminable by the Company on thirty days notice without liability;
(ive) any fidelity or surety bond or completion bond,
(v) any Any lease of personal property,property having a value in excess of Ten Thousand Dollars ($10,000);
(vif) any Any agreement of indemnification or guaranty,;
(viig) any Any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,;
(viiih) any Any agreement, contract or commitment relating to capital expenditures,expenditures and involving future obligations in excess of Ten Thousand Dollars ($10,000);
(ixi) any Any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest not in any business enterprise outside the ordinary course of the Company’s business,business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;
(xj) any Any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vi) hereof,;
(xik) any purchase order or contract for the purchase of raw materials,
(xii) any construction contracts,
(xiii) any Any distribution, joint marketing or development agreement, or;
(xivl) any Any other agreement, contract or commitment that which involves Ten Thousand Dollars ($10,000) or more and is not cancelable without penalty within thirty (30) days.; or
(bm) Any agreement, contract or commitment which is otherwise material to the Company or its business. The Company has not breached, violated or defaulted under, or received any notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contractmaterial agreement, contract or commitment to which it is bound (including those set forth in the Disclosure Letter) in such manner as would permit any other party to cancel or terminate the same or seek material damages from the Company. Each Company Contract material agreement, contract or commitment required to be set forth in the Disclosure Letter is in full force and effect and and, except as otherwise disclosed, is not subject to any material default thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consents. There is no contract, waivers and approvals of parties agreement or commitment to which the Company is a party or is bound that is currently known or expected by the Company to result in any material loss to the Company Contract are necessary in order to avoid any breach, violation, default, acceleration upon completion or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) performance thereof. The Company has heretofore delivered to Monaco true, Buyer true and correct and complete copies of the Company Contractsall agreements, including all exhibits, amendments contracts and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out commitments listed in Section 3.18 of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurredDisclosure Letter.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Image Guided Technologies Inc)
Agreements, Contracts and Commitments. None of Watk▇▇▇-▇▇▇▇▇▇▇ (▇▇ the extent related to the Business) nor any of the SEG Entities is a party to or is bound by:
(a) Set forth in Schedule 2.13(aany agreement (or group of related agreements) is a list for the lease of all agreements, contracts, leases, licenses personal property to or commitments (a) under which the Company has from any person or may acquire any rights, entity;
(b) under which any agreement (or group of related agreements) for the Company has or may become subject to any obligation or liabilitypurchase of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services;
(c) by which any agreement concerning a partnership or joint venture;
(d) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the Company borrowing of money or extension of credit, or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:capitalized lease obligation;
(ie) any agreements agreement concerning confidentiality (except for Watk▇▇▇-▇▇▇▇▇▇▇'▇ ▇▇▇ndard employee confidentiality agreements) or arrangements that contain any severance pay agreement, contract or post-employment liabilities commitment containing any covenant limiting the freedom of any SEG Entity to engage in any line of business or obligations,to compete with any person or entity;
(iif) any bonusprofit sharing, stock option, stock purchase, stock appreciation, deferred compensation, pension, profit sharing or retirement plansseverance, or any other employee plan or arrangement for the benefit plans of its current or arrangements,former directors, officers, and employees;
(iiig) any collective bargaining agreement;
(h) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,;
(ivi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees other than business travel advances in the ordinary course of business consistent with past practice;
(j) any agreement pursuant to which any SEG Entity has an obligation to pay royalties or make other payments in connection with the sale of products or services by an SEG Entity in the ordinary course of business (SCHEDULE 2.17 lists the parties to any such agreement and the duration of and amount of such royalties or other payment);
(k) any contract, agreement or license involving the SEG Intellectual Property or the Intellectual Property of any other Person;
(l) any fidelity or surety bond or completion bond,;
(v) any lease of personal property,
(vi) any agreement of indemnification or guaranty,
(vii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,
(viiim) any agreement, contract or commitment relating to capital expenditures,;
(ixn) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business,business consistent with past practice;
(x) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vi) hereof,
(xio) any purchase order or contract for the purchase of raw materials,;
(xiip) any construction contracts,;
(xiiiq) any distribution, joint marketing or development agreement, ; or
(xivr) any other agreement, contract or commitment that involves in excess of $50,000 or is not cancelable without penalty within thirty (30) days.
(b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract. Each Company Contract is in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Securities Purchase Agreement (Silicon Valley Group Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in Schedule 2.13(a) 2.16, Seller is not a list of all agreements, contracts, leases, licenses party to or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,collective bargaining agreements;
(ii) any bonus, deferred compensation, incentive compensation, pension, profit profit-sharing or retirement plans, or any other employee benefit plans Seller Benefit Plans or arrangements,;
(iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,not terminable by Seller on no more than 30 days' notice without liability;
(iv) any fidelity agreement or surety bond plan, including, without limitation, any stock option plan, stock appreciation right plan or completion bond,stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(v) any lease of personal property,
(vi) any agreement of indemnification or guaranty,guaranty not entered into in the ordinary course of business other than indemnification agreements between Seller and any of its officers or directors;
(viivi) any agreement, contract or commitment containing any covenant limiting the freedom of the Company Seller to engage in any line of business or to compete with any Person,person;
(vii) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $25,000 and not cancelable without penalty;
(viii) any agreement, contract or commitment relating to capital expenditures,
(ix) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets or any interest not in any business enterprise outside the ordinary course of the Company’s business,business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;
(xix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;
(x) any joint marketing, including guaranties referred to in clause (vi) hereof,sales or development agreement;
(xi) any purchase order or contract for the purchase of raw materials,distribution agreement (identifying any that contain exclusivity provisions);
(xii) any construction contracts,royalty agreement; or
(xiii) any distribution, joint marketing or development agreement, or
(xiv) any other agreement, contract or commitment that is not cancelable without penalty within thirty (30excluding real and personal property leases) dayswhich involve payment by Seller under any such agreement, contract or commitment of $10,000 or more in the aggregate.
(b) The Company Schedule 2.16 contains a complete and correct list of all Seller Contracts (as defined below) which are valid and binding upon Seller and, to Seller's knowledge, any other party to said Seller Contract, whether written or oral. Neither Seller, nor to the knowledge of Seller, any other party to a Seller Contract (as defined below), has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any Company of the agreements, contracts or commitments to which Seller is a party or by which it is bound of the type set forth in Schedule 2.16 or described in clauses (i) through (xiii) above (any such agreement, contract or commitment, a "Seller Contract. Each Company Contract is ") in full force and effect and is not subject such a manner as would permit any other party to cancel or terminate any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of noticesuch Seller Contract, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No would permit any other party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurredseek damages.
Appears in 1 contract
Sources: Merger Agreement (Vizacom Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in Schedule 2.13(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”on SCHEDULE 3.12(a), including any of the followingParent does not have, is not a party to and is not bound by:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment (excluding "at will" employee relationships) with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to Parent,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $50,000,
(viviii) any agreement of indemnification or guaranty,
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company Parent to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of $50,000,
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s Parent's business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsmaterials involving $50,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreement,
(xvi) any agreement pursuant to which Parent has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code, or
(xivxvii) any other agreement, contract or commitment that involves $50,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Company Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in SCHEDULE 3.12(b), Parent has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company ContractEnd-User License or any agreement, contract or commitment required to be set forth on SCHEDULE 3.12(a) or SCHEDULE 3.12(b) (any such agreement, contract or commitment, a "CONTRACT"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in SCHEDULE 3.12(b), is not subject to any material default thereunder thereunder, of which the Company or ORA have knowledge Parent has knowledge, by any party obligated to the Company a Parent pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the ClosingEffective Time, the Company Parent will be permitted to exercise all of the such Parent's rights that the Company had under the Company Contracts prior to without the Closing without payment of any additional amounts or consideration other than ongoing fees fees, royalties or payments which the Company Parent would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Citadel Technology Inc)
Agreements, Contracts and Commitments. (a) Set Except for the Customer Agreements set forth in Schedule 2.13(a) is a list on SCHEDULE 3.10 and other agreements set forth on SCHEDULE 3.15 (true and correct copies of all agreementswhich have been made available to the Buyer), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by and it is or may become not bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,;
(ivii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Transactions;
(iii) any fidelity or surety bond or completion bond,;
(iv) any lease of personal property with fixed annual rental payments in excess of $10,000;
(v) any lease of personal property,
(vi) any agreement of indemnification or guaranty,
(vii) any agreement, contract contract, commitment or commitment grant containing any covenant limiting the freedom of the Company or any of its subsidiaries to engage in any line of business or to compete with any Person,person;
(viiivi) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $10,000 either individually or in the aggregate;
(ixvii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,;
(xviii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money, the extension of credit or placing of Liens on any assets of the Company;
(ix) any guaranty of any obligation for borrowed money or extension of credit, including guaranties referred to in clause (vi) hereof,otherwise;
(xix) any purchase order or contract for the purchase of raw materials,materials involving in excess of $10,000 either individually or in the aggregate;
(xiixi) any construction contracts,
(xiii) any dealer, distribution, joint marketing or development agreement;
(xii) any sales representative, ororiginal equipment manufacturer, value added, remarketing or other agreement for distribution of the Company's products or services;
(xiii) any collective bargaining agreement or contract with any labor union;
(xiv) any medical insurance or similar plan; or
(xv) any other agreement, contract contract, commitment or commitment that grant pursuant to which the obligations of any party thereto is not cancelable without penalty within thirty (30) daysin excess of $10,000.
(b) The To the best knowledge of each Shareholder and the Seller, the Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any existing agreement (including Customer Agreements), contract, grant, covenant, instrument, lease, license or commitment to which the Company is a party or by which it is bound (collectively, a "Contract"), nor is any Shareholder or the Seller aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Company To the best knowledge of each Shareholder and the Seller, each Contract is in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No . The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Company Contract as are necessary required thereunder for such Contracts to remain in order to avoid any breach, violation, default, acceleration effect without modification or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with after the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company ContractClosing. Following the ClosingClosing Date, the Company will be permitted to exercise all of the its rights that the Company had under the Company Contracts prior to without the Closing without payment of any additional amounts or consideration other than ongoing fees fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement Transactions not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Accupoll Holding Corp)
Agreements, Contracts and Commitments. (a) Set forth in Schedule 2.13(aSection 2.12(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has Schedule sets forth all contracts that are material to the business or may acquire any rights, (b) under which operations of the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound and its subsidiaries (collectively, the “Company Material Contracts”), including any of the following) as follows:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,
(iv) any fidelity or surety bond or completion bond,;
(vii) any lease of real or personal property,property involving future payments in excess of $250,000 per year, other than as set forth in Section 2.10(a) of the Company Schedule;
(viiii) any agreement of indemnification indemnification, warranty, guaranty or guaranty,suretyship or otherwise obligating the Company or any subsidiary to assume or incur any obligation or liability of a third party, other than on the Company's standard form agreements in the form made available to Parent and other than any such agreement that is not reasonably likely to result in liability to the Company or any subsidiary in excess of $250,000;
(viiiv) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,person;
(viiiv) any agreement, contract or commitment relating to capital expenditures,expenditures involving future payments in excess of $250,000 in any single year or in any specific circumstance;
(ixvi) any agreement, arrangement, right, contract or commitment relating to the disposition or acquisition of material assets or properties or any interest in any business enterprise enterprise, in each case outside of the ordinary course of the Company’s 's business,;
(xvii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit, including guaranties or instruments of surety referred to in clause subparagraph (vii) hereof,above;
(xiviii) any purchase order or contract for the purchase of raw materials,materials or the provision of services involving $250,000 or more, other than purchases in the ordinary course of business;
(xii) any construction contracts,
(xiiiix) any distribution, joint marketing marketing, licensing or development agreement, or;
(xivx) any consulting agreement, contract or commitment with an individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization;
(xi) any other agreement, contract or commitment that requires on its face aggregate payments to or by the Company of $250,000 or more and is not cancelable by the Company without penalty within thirty ninety (3090) days;
(xii) any contract between the Company or any of its subsidiaries and any Related Party.
(b) The None of the Company or any of its subsidiaries has not materially breached, violated or defaulted under, or received written or, to the knowledge of the Company, oral notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract. Each Company Material Contract is in full force and effect and is not subject to any breach, default or violation thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consentsSection 2.12(c) of the Company Schedules sets forth a list of any Contract listed in Section 2.12(a), waivers and approvals of 2.11(n) or 2.10 that requires any consent, approval or waiver by the other parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, thereto in connection with the execution and delivery of this Agreement, any Ancillary Agreement and or the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurredconsummated hereby or thereby.
Appears in 1 contract
Sources: Merger Agreement (Valueclick Inc/Ca)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements2.12(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with under which a firm or other organizationorganization provides services to the Company,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $100,000,
(viviii) any agreement of indemnification or guaranty,
(viiix) any agreement, contract or commitment agreement containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment agreement relating to capital expendituresexpenditures and involving future payments in excess of $100,000,
(ixxi) any agreement, contract or commitment agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsmaterials involving $100,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreement,
(xvi) any agreement pursuant to which the Company has granted or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code, or
(xivxvii) any other agreement, contract agreement that involves $100,000 or commitment that more or is not cancelable without penalty within thirty (30) days.
(b) The days of notice. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contractagreement, contract or commitment required to be set forth on Schedule 2.12(a) or Schedule 2.11(g) (any such agreement, contract or commitment, a "CONTRACT"), other than breaches, violations or defaults which have been resolved or cured with no further liability to the Company. Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements2.12(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment Contract with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a Contract under which any firm or other organizationorganization provides services to the Company,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (or upon the occurrence of any subsequent events) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (or upon the occurrence of any subsequent events),
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $50,000,
(viviii) any agreement of indemnification or guaranty,
(viiix) any agreement, contract or commitment Contract containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment Contract relating to capital expendituresexpenditures and involving future payments in excess of $20,000,
(ixxi) any agreement, contract or commitment Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereofhereof in each case in excess of $10,000,
(xixiii) any purchase order or contract Contract for the purchase of raw materialsmaterials or finished products involving $5,000 or more per order to be incurred by the Company following the date of this Agreement,
(xiixiv) any construction contractsContract,
(xiiixv) any distribution, joint marketing or development agreement,
(xvi) any agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code, or
(xivxvii) any other agreement, contract Contract that involves $20,000 or commitment that more or is not cancelable without penalty within thirty (30) days.
(b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any Company Contract required to be set forth on Schedule 2.12(a)or Schedule 2.11(n)(any such Contract, a “Scheduled Contract”). Each Company Scheduled Contract is in full force and effect and is not subject (except for those Scheduled Contracts that have terminated or expired by their terms) and, except as otherwise disclosed in Schedule 2.12(b), to any default thereunder of which the Company or ORA have knowledge by any Company’s knowledge, no party obligated to the Company pursuant theretoto a Scheduled Contract is in default thereunder.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Agreements, Contracts and Commitments. (a) Set Except as set forth in Schedule 2.13(aon Section 2.14(a) is a list of all agreementsthe Disclosure Letter, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it does not have and is or may become not bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements contract, license or arrangements that contain agreement to which the Company is a party (A) with respect to the Company Intellectual Property licensed or transferred to any severance pay third party or post-employment liabilities (3) pursuant to which a third party has licensed or obligations,transferred any Intellectual Property to the Company, with a value or cost in excess of $5,000;
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,;
(iii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(iv) any fidelity or surety bond or completion bond,;
(v) any lease of personal property,property with fixed annual rental payments in excess of $5,000;
(vi) any contract, license or agreement between the Company and any third party wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, hold harmless or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation by the Company or such third party of indemnification or guaranty,the Intellectual Property of any third party;
(vii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,person;
(viii) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $5,000;
(ix) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,;
(x) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit other than trade credit, including guaranties referred to in clause (vi) hereof,;
(xi) any purchase order or contract for the purchase of raw materials,materials involving $5,000 or more;
(xii) any construction contracts,;
(xiii) any distribution, joint marketing or development agreement, ; or
(xiv) any other agreement, contract or commitment that involves $5,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Except as disclosed in Section 2.14(b) of the Disclosure Letter, the Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, license or commitment to which it is a party or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), and the Company Contractis not aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Company Contract is in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated effect, and, to the knowledge of the Company, except as otherwise disclosed in Section 2.14(b) of the Disclosure Letter, all other parties to each Contract are in compliance with, and have not breached any term of, such Contract. The Company pursuant thereto.
(c) No has obtained or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Company Contract as are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, required thereunder in connection with the execution and delivery of this Agreement and Merger or to remain in effect without modification after the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company ContractClosing. Following the ClosingEffective Time, the Company Surviving Corporation will be permitted to exercise all of the Company's rights that under the Contracts to the same extent the Company would have been able to had under the Company Contracts prior to Merger not occurred and without the Closing without payment of any additional amounts or consideration other than ongoing fees fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurredpay.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Tut Systems Inc)
Agreements, Contracts and Commitments. Other than those listed in Section 3.16 of the IWL Disclosure Schedule, IWL does not have, is not a party to nor is it bound by:
(a) Set forth in Schedule 2.13(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, collective bargaining agreement;
(b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:
(i) any agreements or arrangements that contain any unpaid severance pay or post-employment liabilities or obligations,;
(iic) any bonus, deferred compensation, incentive compensation, option, pension, profit profit-sharing or retirement plans, or any other employee benefit plans or arrangements,;
(iiid) any employment or consulting agreement, contract or commitment (other than employment letters) with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,, not terminable by IWL on thirty days notice without liability;
(ive) any stock option plan, stock appreciation right plan or stock purchase plan;
(f) any insurance policy, fidelity or surety bond or completion bond,bond not listed in Section 3.21 of the IWL Disclosure Schedule;
(vg) any lease of personal property,property having a value individually in excess of $25,000;
(vih) any agreement of indemnification or guaranty,guaranty not entered into in the ordinary course of business;
(viii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company IWL to engage in any line of business or to compete with any Person,;
(viiij) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future obligations in excess of $25,000;
(ixk) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest not in any business enterprise outside the ordinary course of the Company’s business,business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;
(xl) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in the clause (vih) hereof,;
(xim) any purchase order or contract for the purchase of raw materials,materials or acquisition of assets involving $25,000 or more in any single instance or $100,000 or more in the aggregate;
(xiin) any construction contracts,contracts involving $25,000 or more in any single instance or $100,000 or more in the aggregate;
(xiiio) any distribution, joint marketing or development agreements;
(p) any lease for switches or any other machinery, equipment or other personal property involving payment of aggregate rentals in excess of $25,000;
(q) any contract pursuant to which IWL has access to the telephone network of another Person other than IWL's internal commercial telephone service and any contracts for the resale of any network capacity of IWL;
(r) any agreement, orcontract, lease or easement pursuant to which IWL has the right of way to use any premises or real property to locate and/or install fiber lines on, under or through such premises or real property;
(xivs) any agreement or commitment obligating IWL to deliver any product or service at a price which does not cover the cost of (including labor, materials and production overhead), plus a reasonable profit margin, for such product or service;
(t) any joint venture, partnership or other cooperative arrangement or agreement involving a sharing of profits or losses;
(u) any other agreement, agreement contract or commitment that which involves $25,000 or more and is not cancelable without penalty within thirty (30) days.; or
(bv) The Company any agreement which is otherwise material to IWL's business. IWL has not breached, violated or defaulted under, or received notice any claim or threat that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contractmaterial agreement, contract or commitment to which it is bound (including, but not limited to, those set forth in Section 3.16 or any other section of the IWL Disclosure Schedule) in such manner as would permit any other party to cancel or terminate the same. Each Company Contract agreement, contract or commitment to which IWL is party and that is required to be set forth in the IWL Disclosure Schedule is in full force and effect and and, except as otherwise disclosed, is not subject to any material default thereunder of which the Company or ORA have knowledge by any party obligated thereto. IWL is not bound by any material contract, agreement, license, lease or other commitment, a copy of which has not been previously provided or made available to the Company pursuant thereto.
(c) and the Partnership. IWL after making an inquiry of all of its officers, directors, shareholders and appropriate employees does not have any reason to expect that any change may occur in the relationships of IWL with its suppliers or customers as a result of the Mergers or the Interest Exchange, which change would be a Material Adverse Effect on IWL. No supplier of or customer of IWL has indicated within the past year that it will stop, or decrease the rate of supplying or purchasing materials, products, or services to or from IWL, as a result of the Mergers or the Interest Exchange. Except as described in Section 3.3, no consents, waivers and or approvals under any of parties to any Company Contract IWL's material agreements, contracts, licenses or leases are necessary in order to preserve the benefits thereunder for the Surviving Corporation or otherwise to avoid any breach, violation, default, acceleration default or right of termination right or other loss of rights or event that would constitute right as a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies result of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed Mergers or the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurredInterest Exchange.
Appears in 1 contract
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements2.12(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements;
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,;
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,;
(iiiiv) any employment or consulting agreement, agreement or contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreementagreement or contract, contract or commitment with under which a firm or other organization,organization provides services to the Company pursuant to which the Company is obligated to make payments in excess of $25,000 per year;
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(vi) any fidelity or surety bond or completion bond,;
(vvii) any lease of personal property,property having a value individually in excess of $25,000;
(viviii) any agreement of indemnification or guaranty,;
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,person;
(viiix) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $25,000 individually or $50,000 in the aggregate;
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,;
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,;
(xixiii) any purchase order or contract for the purchase of raw materials,materials involving $25,000 or more;
(xiixiv) any construction contracts,contract;
(xiiixv) any material distribution, joint marketing or development agreement;
(xvi) any agreement, contract or commitment pursuant to which the Company has granted or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code; or
(xivxvii) any other agreement, contract or commitment that involves $50,000 or more or is not cancelable without penalty within thirty (30) days.
(b. Schedule 2.12(a) The sets forth a list of the Company's top 15 customers according to revenue for the fiscal year ended March 31, 1999, and each customer with which the Company currently has an agreement that the Company in good faith expects to be one of the Company's top 15 customers for the fiscal year ending March 31, 2000, and a list of all effective agreements between such customer and the Company. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all of which are noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contractagreement, contract or commitment required to be set forth on Schedule 2.12(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a "CONTRACT"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Agreements, Contracts and Commitments. (a) Set forth in Schedule 2.13(a) The Company does not have, is not a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements or arrangements collective bargaining Contract,
(ii) any Contract that contain contains any severance pay or post-employment liabilities Liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment Contracts with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to the Company,
(ivv) any Contract or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $10,000,
(viviii) any agreement Contract of indemnification or guaranty,
(viiix) any agreement, contract or commitment Contract containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment Contract relating to capital expendituresexpenditures and involving future payments in excess of $10,000,
(ixxi) any agreement, contract or commitment Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements Contracts or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsContracts involving $10,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreementContracts,
(xvi) any Contracts pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code,
(xvii) any Contracts pursuant to which the Company has developed and/or delivered or has received funds from any Governmental Entity to develop and/or deliver any Intellectual Property, or
(xivxviii) any other agreement, contract Contract or commitment that involves $10,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract. Each Company Contract is in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Digital Impact Inc /De/)
Agreements, Contracts and Commitments. (a) Set forth in Schedule 2.13(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become The Purchased Assets are not subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(ii) any bonusemployment, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iii) any employment independent contractor or consulting agreement, contract Contract or commitment with an employee or employee, independent contractor, individual consultant or salesperson (in all cases in other than Seller IP’s or Seller R&D’s standard form), or any consulting or sales agreement, contract contract, or commitment with a firm or other organization,;
(ivii) any fidelity or surety bond or completion bond,;
(viii) any lease of personal property,;
(viiv) any agreement of indemnification or guaranty,;
(viiv) any agreement, contract Contract involving future payments or commitment containing any covenant limiting that requires the freedom payment of the Company to engage in any line of business or to compete with any Person,royalties;
(viiivi) any agreement, contract or commitment relating to capital expenditures,
(ix) any agreement, contract or commitment Contract relating to the disposition or acquisition of assets (tangible or intangible) or properties, or any interest in any business enterprise outside the ordinary course of the Company’s business,Person;
(xvii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments Contracts relating to the borrowing of money or money, the extension of creditcredit or the continuing or future grant of any Lien;
(viii) any outstanding purchase order or Contract for the purchase of materials or services involving in excess of $10,000 individually or $50,000 in the aggregate;
(ix) any Contract containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, including guaranties referred to in clause non-competition, “most favored nations,” restriction on the operation or scope of its businesses or operations, or similar terms;
(vix) hereof,any dealer, distribution, marketing, development or joint venture agreement;
(xi) any purchase order sales representative, original equipment manufacturer, manufacturing, value added, marketing, remarketer, reseller, or contract for the purchase of raw materials,independent software vendor, distribution or other agreement;
(xii) any construction contracts,Contract with any customer of Seller IP, Seller R&D or the Business;
(xiii) any distributionContract between or among Seller IP or Seller R&D, joint marketing on the one hand, and any Seller (other than Seller IP or development agreementSeller R&D), oron the other hand;
(xiv) any other agreement, contract Contract or commitment that is obligates Seller IP, Seller R&D or the Business to provide future deliverables to any Person including, without limitation, licenses to Transferred IP or the performance of services;
(xv) any Contract that restricts or prohibits Seller IP or Seller R&D from hiring or soliciting for hire any individual to perform employment or consulting services for Seller IP, Seller R&D or the Business; or
(xvi) any Contract that does not cancelable without penalty within thirty (30) dayshave a limitation to liability arising from direct damages.
(b) The Company Each Assumed Contract is a valid and binding agreement, enforceable against each of the parties thereto in accordance with its terms and is in full force and effect, and each Assumed Contract will continue to be in full force and effect following the Closing. Each Seller is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company such Contract. Each Company , nor to the Knowledge of Seller Parties, is any party obligated pursuant to any such Contract is in full force and effect and is not subject to any breach, violation or default thereunder thereunder, nor does any Seller Party have Knowledge of which any event that with the Company lapse of time, giving of notice or ORA both would constitute such a breach, violation or default. True and complete copies of each Assumed Contract have knowledge by any party obligated been Made Available to the Company pursuant theretoBuyer Parties.
(c) No Section 2.11(c) of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Company Contract Assumed Contracts as are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, required thereunder in connection with the execution and delivery of this Agreement and Acquisition Transactions or the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurredor any Related Agreement.
Appears in 1 contract
Agreements, Contracts and Commitments. (a) Set Except as set forth in SECTION 2.15 of the Disclosure Schedule 2.13(a) is a list of all agreements(specifying the appropriate subparagraph), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsis not a party to, (b) under which the Company has or may become subject to any obligation or liability, or (c) nor is it bound by which the Company or any of the assets owned or used by it is or may become bound following (collectivelyeach, the “Company Contracts”), including any of the following:a "MATERIAL CONTRACT"):
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiia) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson salesperson, or consulting or sales agreement, contract contract, or commitment with a firm or other organization,organization providing for annual compensation or remuneration with an aggregate value in excess of $50,000;
(ivb) any fidelity or surety bond or completion bond,;
(vc) any lease of personal property,property providing for annual payments by the Company of $75,000 or more and which is not cancelable or terminable without penalty with notice of 60 or fewer days;
(vid) any agreement of indemnification or guaranty,guaranty (other than product warranties issued in the ordinary course of business consistent with past practice);
(vii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,
(viiie) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $100,000 annually or $500,000 in the aggregate;
(ixf) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise (whether by merger, sale of stock, sale of assets or otherwise) outside the ordinary course of the Company’s 's business,;
(xg) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause credit providing for either (vii) hereof,annual payments by the Company of $20,000 or more or (ii) aggregate payments by the Company of $100,000 or more;
(xih) any purchase order or contract for the purchase of raw materials,materials involving either (i) annual payments by the Company of $25,000 or more or (ii) aggregate payments by the Company and the Subsidiaries of $100,000 or more;
(xiii) any construction contractsagreement containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, non-competition, "most favored nations," restriction on the operation or scope of its businesses or operations, or similar terms;
(xiiij) any joint venture agreement;
(k) any dealer, distribution, joint marketing marketing, development sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or development agreementindependent software vendor, or other agreement for use or distribution of the products, technology or services of the Company providing for annual payments by the Company of $100,000 or more;
(l) any agreement listed in SECTION 2.14(j) of the Disclosure Schedule or any agreement that is royalty bearing; or
(xivm) any other agreement, contract or commitment that involves payments of $100,000 or more individually or $300,000 or more in the aggregate and is not cancelable without penalty within thirty with notice of sixty (3060) days.
(b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract. Each Company Contract is in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Agreements, Contracts and Commitments. (a) Set forth Except as described in Schedule 2.13(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any Section 3.21 of the assets owned AVANT Disclosure Schedule, AVANT is not a party to or used by it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,
(iv) any fidelity or surety bond or completion bond,
(v) any lease of personal property,
(via) any agreement of indemnification or guaranty,guaranty not entered into in the ordinary course of business other than indemnification agreements between AVANT and any of their officers or directors;
(viib) any agreement, contract or commitment containing any covenant limiting the freedom of the Company AVANT to engage in any line of business or to compete with any Person,person;
(viiic) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future obligations in excess of $100,000 and not cancelable without penalty;
(ixd) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets or any interest not in any business enterprise outside the ordinary course of the Company’s business,business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;
(xe) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to credit in clause (vi) hereof,excess of $100,000;
(xif) any purchase order or contract for the purchase of raw materials,
(xii) any construction contracts,
(xiii) any distribution, joint marketing or development agreement, or;
(xivg) any distribution agreement (identifying any that contain exclusivity provisions);
(h) any other agreement, contract or commitment that (excluding real and personal property leases) which involve payment by AVANT under any such agreement, contract or commitment of $100,000 or more in the aggregate and is not cancelable without penalty within thirty (30) days.; or
(bi) The Company any other contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). AVANT has not not, nor to AVANT’s knowledge has any other party to an AVANT Contract (as defined below), breached, violated or defaulted under, or received notice that it has breached, violated violated, or defaulted under, any of the terms or conditions of, or terminated any of the agreements, contracts or commitments to which AVANT is a party or by which they are bound of the type described in clauses (a) through (k) above (any Company such agreement, contract or commitment, an “AVANT Contract”) in such manner as would permit any other party to cancel or terminate any such AVANT Contract, or would permit any other party to seek damages which would reasonably be expected to have an AVANT Material Adverse Effect. Each Company As to AVANT, each AVANT Contract is valid, binding, enforceable and in full force and effect effect, except as enforceability may be limited by bankruptcy and is not subject to any default thereunder other similar laws and general principles of which the Company or ORA have knowledge by any party obligated to the Company pursuant theretoequity.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Agreements, Contracts and Commitments. (a) Set As of the date hereof, except as may relate to the bConnected business and except as set forth in on Schedule 2.13(a) is a list of all agreements2.14(a), contracts, leases, licenses or commitments (a) under which the Company has does not have any continuing obligations under, nor is it a party to or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements collective bargaining agreement, or arrangements any contract with or commitment to any trade union, employee bargaining agent or affiliated bargaining agent, and the Company has not conducted any negotiations with respect to enter into any such contracts or commitments,
(ii) any agreement or arrangement that contain contains any severance pay or post-employment liabilities liability or obligationsobligation or is otherwise required by statute or case law to provide any of the foregoing,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans plan or arrangementsarrangement,
(iiiiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson salesperson, or any consulting or sales agreement, contract or commitment with a firm or other organization,
(ivv) any agreement or plan, including any stock option plan, share appreciation rights plan or share purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Transactions,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal property,
(viviii) any agreement of indemnification or guaranty, other than intellectual property indemnification to customers in the Ordinary Course of Business,
(viiix) any agreement, agreement or contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,
(viiix) any agreement, agreement or contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of $50,000,
(ixxi) any agreement, agreement or contract or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course Ordinary Course of the Company’s businessBusiness,
(xxii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materials, other than purchase orders made in the Ordinary Course of Business and involving not more than $50,000,
(xii) any construction contracts,
(xiiixiv) any distribution, joint marketing or development agreement, or
(xivxv) any other agreement, agreement or contract that involves $50,000 or commitment that more or is not cancelable without penalty within thirty (30) 30 days.
(b) The Except as noted in Schedule 2.14(b), the Company has not breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any agreement or contract required to be set forth in Schedule 2.14(a), (any such agreement or contract referenced in the preceding clause, a "Contract"), nor is the Company Contractaware of any event that would constitute such a breach, violation or default with the lapse of time, the giving of notice or both. Each Company Contract is is, to the knowledge of the Company, in full force and effect and and, except as otherwise disclosed in Schedule 2.14(b), is not subject to any default thereunder default, of which the Company or ORA have knowledge is aware, by any party obligated to the Company pursuant thereto.
(c. Schedule 2.14(b) No lists all consents, waivers and approvals of parties to any Company Contract as are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, required thereunder in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate Merger or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be are required to pay pursuant be obtained in order for such Contract to remain in effect without modification after the terms of such Company Contract had the transactions contemplated by this Agreement not occurredMerger.
Appears in 1 contract
Sources: Merger Agreement (Software Com Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in Schedule 2.13(a) is a list of all agreementsExhibit C, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liabilitydoes not have, or is --------- not bound by (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:other than pursuant to applicable law):
(i) any collective bargaining agreement,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $25,000,
(viviii) any agreement of indemnification or guaranty,, other than as set forth in agreements listed in Exhibit C, ---------
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of $25,000,
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsmaterials involving $25,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreement, or
(xivxvi) any other agreement, contract or commitment that involves $25,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, license or commitment to which it is a party, by which it benefits or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), nor does the Company Contractor any -------- Principal Shareholder know of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Company Contract is in full force and effect and and, except as otherwise disclosed in Exhibit C, is not not, to the knowledge of the Company or any Principal Shareholder, --------- subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No . The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Company Contract as are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, required thereunder in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including Merger so that all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result Contracts will remain in the termination or nonrenewal of such Company Contract. Following effect without modification after the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Merger Agreement (Usweb Corp)
Agreements, Contracts and Commitments. (a) Set Except as set forth in Schedule 2.13(aon Section 2.14(a) is a list of all agreementsthe Disclosure Letter, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liabilitydoes not have, or (c) by which the Company or any of the assets owned or used by it is or may become not bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements contract, license or arrangements that contain agreement to which the Company is a party (A) with respect to Company Intellectual Property licensed or transferred to any severance pay third party or post-employment liabilities (B) pursuant to which a third party has licensed or obligations,transferred any Intellectual Property to the Company, with a value or cost in excess of $5,000;
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,;
(iii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(iv) any fidelity or surety bond or completion bond,;
(v) any lease of personal property,property with fixed annual rental payments in excess of $5,000;
(vi) any contract, license or agreement between the Company and any third party wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, hold harmless or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation by the Company or such third party of indemnification or guaranty,the Intellectual Property of any third party;
(vii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,person;
(viii) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $5,000;
(ix) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,;
(x) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit other than trade credit, including guaranties referred to in clause (vi) hereof,;
(xi) any purchase order or contract for the purchase of raw materials,materials involving $5,000 or more;
(xii) any construction contracts,;
(xiii) any distribution, joint marketing or development agreement, ; or
(xiv) any other agreement, contract or commitment that involves $5,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Except as disclosed in Section 2.14(b) of the Disclosure Letter, the Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, license or commitment to which it is a party or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), and the Company Contractis not aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Company Contract is in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated effect, and, to the knowledge of the Company, except as otherwise disclosed in Section 2.14(b) of the Disclosure Letter, all other parties to each Contract are in compliance with, and have not breached any term of, such Contract. The Company pursuant thereto.
(c) No has obtained or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Company Contract as are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, required thereunder in connection with the execution and delivery of this Agreement and Merger or to remain in effect without modification after the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company ContractClosing. Following the ClosingEffective Time, the Company will be permitted to exercise all of the Company's rights that under the Contracts to the same extent the Company would have been able to had under the Company Contracts prior to Merger not occurred and without the Closing without payment of any additional amounts or consideration other than ongoing fees fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurredpay.
Appears in 1 contract
Sources: Merger Agreement (Tut Systems Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”2.12(a), including any of the followingFocalink does not have, is not a party to nor is it bound by:
(i) any collective bargaining agreements;
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,;
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,;
(iiiiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organization,organization provides services to Focalink;
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased or accrue, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any benefits which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(vi) any fidelity or surety bond or completion bond,;
(vvii) any lease of personal property,material agreement, contract or commitment under which it has limited or restricted its right to compete with any person in any material respect;
(viviii) any agreement of indemnification or guaranty,;
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company Focalink to engage in any line of business or to compete with any Person,person;
(viiix) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $10,000;
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Focalink's business (except for the Company’s business,transactions provided for in this Agreement);
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,;
(xixiii) any purchase order or contract for the purchase of raw materials,materials involving $10,000 or more;
(xii) any construction contracts,
(xiiixiv) any distribution, joint marketing or development agreement, or;
(xivxv) any assignment, license or other agreement with respect to any form of intangible property; or,
(xvi) any other agreement, contract or commitment that involves $10,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Company Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all of which are noted in Schedule 2.12(b), Focalink has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Company agreement, contract or commitment required to be set forth on Schedule 2.11 or Schedule 2.12(a) (any such agreement, contract or commitment, a "Focalink Contract"). Each Company Focalink Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), to the Knowledge of Focalink is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company Focalink pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Merger Agreement (Adknowledge Inc)
Agreements, Contracts and Commitments. Except as set forth on SCHEDULE 2.16(a), the Company is not currently a party to nor is it currently bound by:
(a) Set forth in Schedule 2.13(a) is a list of all any collective bargaining agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, ,
(b) under which any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Company's Board of Directors, other than those that are terminable by the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligationsat will,
(iic) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiid) any employment or consulting agreement, contract or commitment agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with under which a firm or other organizationorganization provides services to the Company,
(ive) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement,
(f) any fidelity or surety bond or completion bond,
(vg) any lease of personal propertyproperty having a value individually in excess of $20,000,
(vih) any agreement of indemnification or guaranty,
(viii) any agreement, contract or commitment containing any covenant limiting in any respect the freedom right of the Company to engage in any line of business or to compete with any Personperson or granting any exclusive distribution rights,
(viiij) any agreement relating to capital expenditures and involving future payments in excess of $20,000,
(k) any agreement, contract or commitment relating to capital expenditures,
(ix) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company after the date of this Agreement of a material amount of assets or any interest not in any business enterprise outside the ordinary course of the Company’s business, or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise,
(xl) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vih) hereof,
(xim) any purchase order or contract for the purchase of raw materialsinvolving $25,000 or more,
(xiin) any construction contracts,
(xiiio) any dealer, distribution, joint marketing (excluding joint marketing agreements (i) involving financial obligations or development liabilities to the Company or (ii) that do involve rights to license Company Products to end-users), development, content provider, destination site or merchant agreement,
(p) any agreement pursuant to which the Company has granted or may be obligated to grant in the future, to any party a source-code license or option or other right to use or acquire source-code, including any agreements which provide for source code escrow arrangements,
(q) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of the Company's products or services or the products or services of any other person or entity,
(r) any agreement pursuant to which the Company has advanced or loaned any amount to any shareholder of the Company or any director, officer, employee or consultant other than business travel advances in the ordinary course of business consistent with past practice,
(s) any settlement agreement entered into since the Company's initial incorporation, or
(xivt) any other agreement, contract agreement that involves $25,000 or commitment that more or is not cancelable without penalty within thirty (30) days.
(b) The . Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in SCHEDULE 2.16(b), the Company has not breached, violated or defaulted under, or received notice that it has has, breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on SCHEDULE 2.16(a), SCHEDULE 2.14(f) or SCHEDULE 2.14(k) (any such agreement, contract or commitment, a "Contract"), nor has the Company Contractbreached, violated or defaulted under any Contract where such breach, violation or default would be material, either individually or in the aggregate, to the Company. Each Company Contract is in full force and effect and, except as otherwise disclosed in SCHEDULE 2.16(b) and to the Company's knowledge, is not subject to any material default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Merger Agreement (Informix Corp)
Agreements, Contracts and Commitments. Except for payment under End-User Licenses and as set forth on Schedule 2.12(a), the Company does not have, and is not a party or bound by:
(a) Set forth in Schedule 2.13(a) is a list of all any collective bargaining agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, ,
(b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:
(i) any agreements or arrangements that contain any severance pay change of control or post-employment liabilities or obligations, other than reasonable notice provisions at law,
(iic) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiid) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to the Company,
(ive) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(f) any fidelity or surety bond or completion bond,
(vg) any lease of personal propertyPersonal property having a value individually in excess of Cdn$50,000,
(vih) any agreement of indemnification or guaranty,
(viii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,
(viiij) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of Cdn$50,000,
(ixk) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of the Company’s business,
(xl) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vih) hereof,
(xim) any purchase order or contract for the purchase of raw materialsmaterials involving Cdn$35,000 or more,
(xiin) any construction contracts,
(xiiio) any distribution, joint marketing or development agreement,
(p) any agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code, or
(xivq) any other agreement, contract or commitment that involves Cdn$50,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The . Except for such alleged breaches, violations and defaults, and events that would constitute a material breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company ContractEnd-User License or any agreement, contract or commitment required to be set forth on Schedule 2.12(a) (any such End-User License or any agreement, contract or commitment, a "CONTRACT," it being understood that this representation applies to license agreements, service agreements and management agreements in Company's standard form, which shall constitute Contracts for purposes of this Agreement, but need not be included in Schedule 2.12(a)). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any material default thereunder of which the Company or ORA have knowledge has Knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) . The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate no agreements with customers or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the suppliers involving credit terms of such Company Contract had the transactions contemplated by this Agreement not occurredmore than one year.
Appears in 1 contract
Sources: Share Exchange Agreement (8x8 Inc)
Agreements, Contracts and Commitments. (a) Set forth Except as disclosed in Schedule 2.13(a) is a list Section 4.25 of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsDisclosure Schedule, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the followingnot a party to:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iia) any bonus, deferred compensation, pension, profit sharing severance, profit- sharing, stock option, employee stock purchase or retirement plansplan, contract or any arrangement or other employee benefit plans plan or arrangements,other arrangement covering the Company's employees;
(iiib) any employment agreement with any of the Company's employees that contains any severance pay liabilities or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,obligations;
(ivc) any fidelity agreement for personal services or surety bond employment with any of the Company's employees that is not terminable on 30 days' (or completion bond,less) notice by the Company without penalty or obligation to make payments related to such termination;
(v) any lease of personal property,
(vid) any agreement of guarantee or indemnification or guaranty,in an amount that is material to the Company;
(viie) any agreement, contract agreement or commitment containing any a covenant limiting or purporting to limit the freedom of the Company to compete with any person in any geographic area or to engage in any line of business or to compete with any Person,business;
(viiif) any agreementlease to which the Company is a party as lessor or lessee that (x) provides for future payments of $10,000 or more, contract or commitment relating to capital expenditures,
(ixy) any agreement, contract or commitment relating is material to the disposition or acquisition conduct of assets or any interest in any the business enterprise outside the ordinary course of the Company’s business,;
(xg) any mortgages, indentures, loans joint venture agreement or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vi) hereof,profit-sharing agreement;
(xih) any purchase order or contract except for the purchase of raw materials,
(xii) any construction contracts,
(xiii) any distribution, joint marketing or development agreement, or
(xiv) any other agreement, contract or commitment that is not cancelable without penalty within thirty (30) days.
(b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract. Each Company Contract is trade indebtedness incurred in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result any loan or credit agreements providing for the extension of credit to the Company or any instrument evidencing or related in any way to indebtedness incurred in the termination acquisition of companies or nonrenewal other entities or indebtedness for borrowed money by way of such Company Contract. Following direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise that individually is in the Closingamount of $5,000 or more;
(i) any license agreement, either as licensor or licensee, or distributor, dealer, franchise, manufacturer's representative, sales agency or other similar agreement or commitment;
(j) any agreement or arrangement for the assignment, sale or other transfer by the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts agreement or consideration lease (or right to payment thereunder) by which it leases materials, products or other property to a third party;
(k) any contract or agreement that provides any discount other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms Company's standard discount terms;
(l) any agreement or commitment for the acquisition, construction or sale of such fixed assets owned or to be owned by the Company;
(m) any current agreement or commitment, not elsewhere specifically disclosed pursuant to this Agreement, to which present or former directors, officers or Affiliates of the Company Contract had or any of their "Associates" (as defined in the transactions contemplated rules and regulations promulgated under the Securities Act) are parties;
(n) any agreement or arrangement for the sale of any of the assets, properties or rights of the Company (other than in the ordinary course of business) or for the grant of any preferential rights to purchase any of its assets, properties or rights or any material agreement that requires the consent of any third party to the transfer and assignment of any of its assets, properties or rights;
(o) any contract providing for the payment of a commission or other fee calculated as or by this Agreement reference to the volume of web traffic or a percentage of the profits or revenues of the Company or of any business segment of the Company;
(p) any contract or agreement not occurreddescribed above involving the payment or receipt by the Company of more than $25,000, or, in the case of contracts involving payments by the Company, which cannot be terminated by it on 30 days' notice without penalty, cost or liability; or
(q) any contract or agreement not described above that is material to the business, operations, assets, financial condition, results of operations, properties or prospects of the Company, including without limitation, agreements relating to web site development and operations; marketing, promotion, affiliate and advertising, including search engine referrals and Internet private labeling; fulfillment operations; and telephone, credit card and freight carrier services.
Appears in 1 contract
Agreements, Contracts and Commitments. Other than those listed in Section 2A.12 of the Partnership Disclosure Schedule, the Partnership does not have, is not a party to nor is it bound by:
(a) Set forth in Schedule 2.13(a) is a list of all any collective bargaining agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, ,
(b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:
(i) any agreements or arrangements that contain any unpaid severance pay or post-employment liabilities or obligations,
(iic) any bonus, deferred compensation, incentive compensation, option, pension, profit profit-sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiid) any employment or consulting agreement, contract or commitment (other than employment letters) with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, not terminable by the Partnership on thirty days notice without liability,
(ive) any insurance policy, fidelity or surety bond or completion bondbond not listed in Section 2A.20 of the Partnership Disclosure Schedule,
(vf) any lease of personal propertyproperty having a value individually in excess of $25,000,
(vig) any agreement of indemnification or guarantyguaranty not entered into in the ordinary course of business,
(viih) any agreement, contract or commitment containing any covenant limiting the freedom of the Company Partnership to engage in any line of business or to compete with any Person,
(viiii) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future obligations in excess of $25,000,
(ixj) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest not in any business enterprise outside the ordinary course of the Company’s businessbusiness or any ownership interest in any corporation, partnership, joint venture or other business enterprise,
(xk) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vig) hereof,
(xil) any purchase order or contract for the purchase of raw materialsmaterials or acquisition of assets involving $25,000 or more in any single instance or $100,000 or more in the aggregate,
(xiim) any construction contractscontracts involving $25,000 or more in any single instance or $100,000 or more in the aggregate,
(xiiin) any distribution, joint marketing or development agreement, or,
(xivo) any lease for switches or any other machinery, equipment or other personal property involving payment of aggregate rentals in excess of $25,000,
(p) any contract pursuant to which the Partnership has access to the telephone network of another Person other than the Partnership's internal commercial telephone service and any contracts for the resale of any network capacity of the Partnership,
(q) any agreement, contract, lease or easement pursuant to which the Partnership has the right of way to use any premises or real property to locate and/or install fiber lines on, under or through such premises or real property,
(r) any agreement or commitment obligating the Partnership to deliver any product or service at a price which does not cover the cost (including labor, materials and production overhead), plus a reasonable profit margin, for such product or service,
(s) any joint venture, partnership or other cooperative arrangement or agreement involving a sharing or profits or losses,
(t) any other agreement, contract or commitment that which involves $25,000 or more and is not cancelable without penalty within thirty (30) days., or
(bu) any agreement which is otherwise material to the Partnership's business. The Company Partnership has not breached, violated or defaulted under, or received notice any claim or threat that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contractmaterial agreement, contract or commitment to which it is bound (including, but not limited to, those set forth in Section 2A.12 or any other section of the Partnership Disclosure Schedule) in such manner as would permit any other party to cancel or terminate the same. Each Company Contract agreement, contract or commitment to which the Partnership is a party and that is required to be set forth in the Partnership Disclosure Schedule is in full force and effect and and, except as otherwise disclosed, is not subject to any material default thereunder of which the Company or ORA have knowledge by any party obligated thereto. The Partnership is not bound by any material contract, agreement, license, lease or other commitment, a copy of which has not been previously provided or made available to IWL. The Partnership, after making an inquiry of all of its employees and Partners and their respective officers, directors, shareholders and appropriate employees, does not have any reason to expect that any change may occur in the Company pursuant thereto.
(c) relationships of the Partnership with its suppliers or customers as a result of the Interest Exchange, which change would have a Material Adverse Effect on the Partnership. No supplier of or customer of the Partnership has indicated within the past year that it will stop, or decrease the rate of supplying or purchasing materials, products, or services to or from the Partnership, as a result of the Mergers or the Interest Exchange. Except as described in Section 2A.4, no consents, waivers and or approvals under any of parties to any Company Contract the Partnership's material agreements, contacts, licenses or leases are necessary in order to preserve the benefits thereunder for the Surviving Corporation or otherwise to avoid any breach, violation, default, acceleration default or right of termination right or other loss of rights or event that would constitute right as a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies result of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed Mergers or the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurredInterest Exchange.
Appears in 1 contract
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements2.12(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to the Company,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $25,000,
(viviii) any agreement of indemnification or guaranty,
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of $25,000,
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business's business consistent with past practice,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsmaterials involving $25,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreement,
(xvi) any agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code, or
(xivxvii) any other agreement, contract or commitment that involves $25,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company agreement, contract or commitment required to be set forth on Schedule 2.12(a) or Schedule 2.11(g) (any such agreement, contract or commitment, a "Contract"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company or ORA have knowledge has Knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Rational Software Corp)
Agreements, Contracts and Commitments. None of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ (to the extent related to the Business) nor any of the SEG Entities is a party to or is bound by:
(a) Set forth in Schedule 2.13(aany agreement (or group of related agreements) is a list for the lease of all agreements, contracts, leases, licenses personal property to or commitments (a) under which the Company has from any person or may acquire any rights, entity;
(b) under which any agreement (or group of related agreements) for the Company has or may become subject to any obligation or liabilitypurchase of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services;
(c) by which any agreement concerning a partnership or joint venture;
(d) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the Company borrowing of money or extension of credit, or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:capitalized lease obligation;
(ie) any agreements agreement concerning confidentiality (except for ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇'▇ standard employee confidentiality agreements) or arrangements that contain any severance pay agreement, contract or post-employment liabilities commitment containing any covenant limiting the freedom of any SEG Entity to engage in any line of business or obligations,to compete with any person or entity;
(iif) any bonusprofit sharing, stock option, stock purchase, stock appreciation, deferred compensation, pension, profit sharing or retirement plansseverance, or any other employee plan or arrangement for the benefit plans of its current or arrangements,former directors, officers, and employees;
(iiig) any collective bargaining agreement;
(h) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,;
(ivi) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees other than business travel advances in the ordinary course of business consistent with past practice;
(j) any agreement pursuant to which any SEG Entity has an obligation to pay royalties or make other payments in connection with the sale of products or services by an SEG Entity in the ordinary course of business (Schedule 2.17 lists the parties to any such agreement and the duration of and amount of such royalties or other payment);
(k) any contract, agreement or license involving the SEG Intellectual Property or the Intellectual Property of any other Person;
(l) any fidelity or surety bond or completion bond,;
(v) any lease of personal property,
(vi) any agreement of indemnification or guaranty,
(vii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,
(viiim) any agreement, contract or commitment relating to capital expenditures,;
(ixn) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business,business consistent with past practice;
(x) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vi) hereof,
(xio) any purchase order or contract for the purchase of raw materials,;
(xiip) any construction contracts,;
(xiiiq) any distribution, joint marketing or development agreement, ; or
(xivr) any other agreement, contract or commitment that involves in excess of $50,000 or is not cancelable without penalty within thirty (30) days.
(b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contract. Each Company Contract is in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a2.12(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to the Company,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value in excess of $5,000 individually or $10,000 in the aggregate,
(viviii) any agreement of indemnification or guaranty,
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of $5,000 individually or $10,000 in the aggregate,
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s businessenterprise,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsmaterials and/or supplies involving $20,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any dealer, distribution, joint marketing or development agreement,
(xvi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution of the Company's products, technology or services,
(xvii) any agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code,
(xviii) any agreement providing or requiring the repurchase of any of the Company's Capital Stock; or
(xivxix) any other agreement, contract or commitment that involves $5,000 individually or $10,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.
(b) The Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b) , the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedules 2.2(a), 2.9, 2.10(a), 2.11(n), 2.11(p), and/or 2.12(a) , or any other agreement, contract, license, or commitment binding upon the Company (any such agreement, contract, or license or commitment, herein referred to as a "Contract"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b) , is not subject to any default thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Agreements, Contracts and Commitments. (a) Set Except as set forth in Schedule 2.13(aon Section 2.14(a) is a list of all agreementsthe Disclosure Letter, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liabilitydoes not have, or (c) by which the Company or any of the assets owned or used by it is or may become not bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements contract, license or arrangements that contain agreement to which the Company is a party (A) with respect to Company Intellectual Property licensed or transferred to any severance pay third party or post-employment liabilities (B) pursuant to which a third party has licensed or obligations,transferred any Intellectual Property to the Company, with a value or cost in excess of $10,000;
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,;
(iii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(iv) any fidelity or surety bond or completion bond,;
(v) any lease of personal property,property with fixed annual rental payments in excess of $10,000;
(vi) any contract, license or agreement between the Company and any third party wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, hold harmless or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation by the Company or such third party of indemnification or guaranty,the Intellectual Property of any third party;
(vii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,person;
(viii) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $10,000;
(ix) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,;
(x) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit other than trade credit, including guaranties referred to in clause (vi) hereof,;
(xi) any purchase order or contract for the purchase of raw materials,materials involving $10,000 or more;
(xii) any construction contracts,;
(xiii) any distribution, joint marketing or development agreement, ; or
(xiv) any other agreement, contract or commitment that involves $15,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Except as disclosed in Section 2.14(b) of the Disclosure Letter, the Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, license or commitment to which it is a party or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), and the Company Contractis not aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Company Contract is in full force and effect and is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated effect, and, to the knowledge of the Company, except as otherwise disclosed in Section 2.14(b) of the Disclosure Letter, all other parties to each Contract are in compliance with, and have not breached any term of, such Contract. The Company pursuant thereto.
(c) No has obtained or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Company Contract as are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, required thereunder in connection with the execution and delivery of this Agreement and Merger or to remain in effect without modification after the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company ContractClosing. Following the ClosingEffective Time, the Company will be permitted to exercise all of the Company's rights that under the Contracts to the same extent the Company would have been able to had under the Company Contracts prior to Merger not occurred and without the Closing without payment of any additional amounts or consideration other than ongoing fees fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurredpay.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Tut Systems Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements2.12(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with under which a firm or other organizationorganization provides services to the Company,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $100,000,
(viviii) any agreement of indemnification or guaranty,
(viiix) any agreement, contract or commitment agreement containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment agreement relating to capital expendituresexpenditures and involving future payments in excess of $100,000,
(ixxi) any agreement, contract or commitment agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsmaterials involving $25,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreement,
(xvi) any agreement pursuant to which the Company has granted or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code, or
(xivxvii) any other agreement, contract agreement that involves $100,000 or commitment that more or is not cancelable without penalty within thirty (30) days.
(b) The . Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contractagreement, contract or commitment required to be set forth on Schedule 2.12(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a "CONTRACT"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Informix Corp)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements4.13(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liabilityis not a party to, or (c) by which the Company or bound by, any of the assets owned or used by it is or may become bound (collectively, following in connection with the “Company Contracts”), including any business of the followingsuch company:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,obligations with respect to any employee;
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization,;
(iviii) any fidelity or surety bond or completion bond,;
(v) any lease of personal property,
(viiv) any agreement of indemnification or guaranty,;
(vii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,
(viii) any agreement, contract or commitment relating to capital expenditures,
(ix) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business,
(x) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vi) hereof,
(xiv) any purchase order or contract for the purchase of raw materials,materials involving $1,000, individually, or $20,000 in the aggregate;
(xii) any construction contracts,
(xiiivi) any distribution, joint marketing or development agreement, ; or
(xivvii) any other agreement, contract or commitment that involves $2,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Company has not breached, violated or defaulted under, or received written notice that it such party has breached, violated or defaulted under, any of the terms or conditions of any Company Contractagreement, contract or commitment to which such party is a party or by which such party is bound with respect to its business or its assets, which breach, violation or default would have a Material Adverse Effect. Each Company Contract To the Company's, Principal's and/or Stockholder's knowledge, each such agreement, contract or commitment is in full force and effect in accordance with its terms. The Company is in compliance with, and has not breached any contract, license or agreement to which it is not subject a party or by which it is bound with respect to any default thereunder its business or its assets or by which its assets are bound, and, to the knowledge of which the Principal, Company and/or Stockholder, the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of all other parties to all such contracts, licenses and agreements are in compliance with, and have not, to Principal's and/or Stockholder's knowledge, breached any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contractcontracts, licenses or agreements. Following the ClosingMerger Date, the Company Subsidiary will be permitted to exercise all rights of the rights that the Company had under the Company Contracts prior to without the Closing without payment of any additional amounts or consideration other than ongoing fees fees, royalties or payments which the Company such party would otherwise be required to pay pursuant pay.
(c) The contracts, licenses and agreements listed on Schedule 4.13(c) are all contracts, licenses and agreements, to which the Company is a party which still require performance of services or other obligations, including without limitation, indemnification, non-compete and non-disclosure obligations, delivery of materials or ongoing royalties or similar payments, either by such party or to the terms benefit of such Company Contract had party, other than "shrink wrap" and similar commercial end-user licenses. To the knowledge of the Company, Principal and/or Stockholder, the contracts, licenses and agreements listed on Schedule 4.13(c) are in full force and effect in accordance with its terms. Provided that the consents to assignment listed on Schedule 4.6 have been obtained, to the knowledge of the Company, Principal and/or Stockholder the consummation of the transactions contemplated by this Agreement not occurredwill neither violate nor result in the breach, modification, cancellation, termination, or suspension of the contracts, licenses and agreements listed on Schedule 4.13(c).
Appears in 1 contract
Sources: Supplemental Agreement (Accufacts Pre Employment Screening Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth on SCHEDULE 2.13(a) or as specifically set forth in Schedule 2.13(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsFinancials (including the notes thereto), (b) under which the Company has or may become subject does not have, is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it and is or may become not bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment (excluding "at will" employee relationships) with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organization,
(iv) any fidelity or surety bond or completion bondorganization provides services to the Company,
(v) any lease agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of personal propertythe benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any lease of personal property having a value individually in excess of $25,000,
(vii) any agreement of indemnification or guaranty,
(viiviii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiiix) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of $25,000,
(ixx) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vi) hereof,
(xi) any purchase order or contract for the purchase of raw materialsguaranties,
(xii) any construction contracts,
(xiii) any distribution, joint marketing or development agreement, or
(xiv) any other agreement, contract or commitment that involves $25,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company Contractagreement, contract or commitment required to be set forth on SCHEDULE 2.13(a) or SCHEDULE 2.12(b) (any such agreement, contract or commitment, a "CONTRACT"). Each Company Contract is in full force and effect and is not subject to any material default thereunder thereunder, of which the Company or ORA have knowledge has knowledge, by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the ClosingClosing Date, the Company will be permitted to exercise all of the Company's rights that the Company had under the Company Contracts prior to without the Closing without payment of any additional amounts or consideration other than ongoing fees fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Stock Exchange Agreement (Jenkon International Inc)
Agreements, Contracts and Commitments. Except as set forth in Schedule 2.16(a), the Company is not currently a party to nor is it currently bound by:
(a) Set forth in Schedule 2.13(a) is a list of all any collective bargaining agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, ;
(b) under which any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Company's Board of Directors, other than those that are terminable by the Company has or may become subject to any obligation or liability, or at will;
(c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the following:
(i) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,
(ii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,;
(iiid) any employment or consulting agreement, contract or commitment agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with under which a firm or other organization,organization provides services to the Company;
(ive) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement;
(f) any fidelity or surety bond or completion bond,;
(vg) any lease of personal property,property having a value individually in excess of $25,000;
(vih) any agreement of indemnification or guaranty,;
(viii) any agreement, contract or commitment containing any covenant limiting in any respect the freedom right of the Company to engage in any line of business or to compete with any Person,person or granting any exclusive distribution rights;
(viiij) any agreement relating to capital expenditures and involving future payments in excess of $20,000;
(k) any agreement, contract or commitment relating to capital expenditures,
(ix) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company after the date of this Agreement of assets or any interest in any business enterprise outside excess of $25,000 not in the ordinary course of the Company’s business, or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise,
(xl) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (vih) hereof,;
(xim) any purchase order or contract for the purchase of raw materials,involving $25,000 or more;
(xiin) any construction contracts,;
(xiiio) any dealer, distribution, joint marketing (excluding joint marketing agreements: (i) involving financial obligations or development liabilities to the Company; or (ii) that do not involve rights to sell Company Products to end-users), development, content provider, destination site or merchant agreement;
(p) any agreement pursuant to which the Company has granted or may be obligated to grant in the future, to any party a source-code license or option or other right to use or acquire source-code, including any agreements which provide for source code escrow arrangements;
(q) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of the Company's products or services or the products or services of any other person or entity;
(r) any agreement pursuant to which the Company has advanced or loaned any amount to any shareholder of the Company or any director, officer, employee or consultant other than business travel advances in the ordinary course of business consistent with past practice;
(s) any settlement agreement entered into since the Company's initial incorporation; or
(xivt) any other agreement, contract agreement that involves $25,000 or commitment that more or is not cancelable without penalty within thirty (30) days.
(b) . The Company has not, and has not breached, violated or defaulted under, or received notice that it has has, breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.16(a), Schedule 2.14(f) or Schedule 2.14(k) (any such agreement, contract or commitment, a "Contract"), nor has the Company breached, violated or defaulted under any Contract. Each Company Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.16(b) and to the Company's knowledge, is not subject to any material default thereunder of which the Company or ORA have knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Zapworld Com)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements2.14(a), contracts, leases, licenses or commitments (a) under which the Company has does not ---------------- have any continuing obligations under, nor is it a party to or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any agreements collective bargaining agreement, or arrangements any contract with or commitment to any trade union, employee bargaining agent or affiliated bargaining agent (collectively, "labor representatives"), and the Company has --------------------- not conducted any negotiations with respect to enter into any such contracts or commitments,
(ii) any agreement or arrangement that contain contains any severance pay or post-employment liabilities liability or obligationsobligation or is otherwise required by statute or case law to provide any of the foregoing,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans plan or arrangementsarrangement,
(iiiiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson salesperson, or any consulting or sales agreement, contract or commitment with a firm or other organization,
(ivv) any agreement or plan, including, without limitation, any stock option plan, share appreciation rights plan or share purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, except as provided in Section 1.6,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal property,
(viviii) any agreement of indemnification or guaranty, other than intellectual property indemnification to customers in the ordinary course of business,
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of $5,000,
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materials, other than purchase orders made in the ordinary course of business and involving not more than $5,000
(xiv) any construction contract,
(xii) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreement, or
(xivxvi) any other agreement, contract or commitment that involves $10,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Except as noted in Schedule 2.14(b), the Company has not ---------------- breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any agreement, contract or commitment required to be set forth in Schedule 2.14(a), ---------------- (any such agreement, contract or commitment referenced in the preceding clause, a "Contract"), nor is the Company Contractor the Sole Shareholder aware of any event -------- that would constitute such a breach, violation or default with the lapse of time, the giving of notice or both. Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.14(b), is not subject to any default thereunder ---------------- default, of which the Company or ORA have knowledge Sole Shareholder is aware, by any party obligated to the Company pursuant thereto.
(c) No . The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Company Contract as are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, required thereunder in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco trueMerger, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be are required to pay pursuant be obtained in order for such Contract to remain in effect without modification after the terms of such Company Contract had the transactions contemplated by this Agreement not occurredMerger.
Appears in 1 contract
Sources: Merger Agreement (Software Com Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements2.12(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,obligations other than as required by statute, which are described on Schedule 2.12(a)
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment agreement with a firm or other organization,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $150,000,
(viviii) any agreement of indemnification or guaranty, other than indemnification granted to third party licensees of the Company in the ordinary course of business except with respect to consequential damages,
(viiix) any agreement, contract or commitment agreement containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment agreement relating to capital expendituresexpenditures and involving future payments in excess of $150,000,
(ixxi) any agreement, contract or commitment agreement relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order for raw materials or contract for the purchase of raw materialsmaterials involving $50,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreement,
(xvi) any agreement pursuant to which the Company has granted or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code, or
(xivxvii) any other agreement, contract agreement that involves $250,000 or commitment that more or is not cancelable without penalty within thirty (30) days.
(b) The Except for such alleged material breaches, violations and defaults and events that would constitute a material breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company agreement, contract or commitment required to be set forth on Schedule 2.12(a) or Schedule 2.11 (any such agreement, contract or commitment, a "Contract"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.Schedule 2.12
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Critical Path Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) 2.12(a), neither the Company nor any of its subsidiaries has, is a list of all agreements, contracts, leases, licenses party to or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements,
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, other than reasonable notice provisions at common law,
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,
(iiiiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organizationorganization provides services to the Company or any of its subsidiaries,
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement,
(vi) any fidelity or surety bond or completion bond,
(vvii) any lease of personal propertyproperty having a value individually in excess of $50,000,
(viviii) any agreement of indemnification or guaranty,
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Personperson,
(viiix) any agreement, contract or commitment relating to capital expendituresexpenditures and involving future payments in excess of $50,000,
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s businessbusiness of the Company or any of its subsidiaries,
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,
(xixiii) any purchase order or contract for the purchase of raw materialsmaterials involving $35,000 or more,
(xiixiv) any construction contracts,
(xiiixv) any distribution, joint marketing or development agreement,
(xvi) any agreement pursuant to which the Company or any of its subsidiaries has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code, or
(xivxvii) any other agreement, contract or commitment that involves $50,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The . Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), neither the Company nor any of its subsidiaries has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company End-User License or any agreement, contract or commitment required to be set forth on Schedule 2.12(a) (any such End-User License or any agreement, contract or commitment, a "Contract," it being understood that this representation applies to license agreements, service agreements and management agreements in the Company's standard form, which shall constitute Contracts for purposes of this Agreement, but need not be included in Schedule 2.12(a)). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company or ORA have any of its subsidiaries has knowledge by any party obligated to the Company or any of its subsidiaries pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) . The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the no agreements with customers involving credit terms of such Company Contract had the transactions contemplated by this Agreement not occurredmore than one year.
Appears in 1 contract
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements2.12(a), contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements.
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,;
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,;
(iiiiv) any employment or consulting agreement, contract or commitment (other than an oral offer of employment as an employee at will) with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organization,organization provides services to the Company.
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(vi) any fidelity or surety bond or completion bond,;
(vvii) any lease of personal property,property having a value individually in excess of $100,000;
(viviii) any agreement of indemnification or guaranty,;
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,person;
(viiix) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $100,000;
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,;
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,;
(xixiii) any purchase order or contract for the purchase of raw materials,materials involving $100,000 or more;
(xiixiv) any construction contracts,;
(xiiixv) any distribution, joint marketing or development agreement;
(xvi) any agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code, or,
(xivxvii) any other agreement, contract or commitment that is not cancelable without penalty within thirty (30) days.
(b) The involves future obligations of or payments to the Company of $100,000 or more. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), the Company has not materially breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company agreement, contract or commitment required to be set forth on Schedule 2.12(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a "Contract"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any material default thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Corsair Communications Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on Schedule 2.13(a) is a list of all agreements, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound (collectively, the “Company Contracts”3.12(a), including any of the followingClickOver does not have, is not a party to nor is it bound by:
(i) any collective bargaining agreements;
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,;
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,;
(iiiiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organization,organization provides services to ClickOver;
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased or accrue, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(vi) any fidelity or surety bond or completion bond,;
(vvii) any lease of personal property,material agreement, contract or commitment under which it has limited or restricted its right to compete with any person in any material respect;
(viviii) any agreement of indemnification or guaranty,;
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company ClickOver to engage in any line of business or to compete with any Person,person;
(viiix) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $10,000;
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of ClickOver's business (except to the Company’s business,transactions provided for in this Agreement);
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,;
(xixiii) any purchase order or contract for the purchase of raw materials,materials involving $10,000 or more;
(xii) any construction contracts,
(xiiixiv) any distribution, joint marketing or development agreement, or;
(xivxv) any assignment, license or other agreement with respect to any form of intangible property; or,
(xvi) any other agreement, contract or commitment that involves $10,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The Company Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all of which are noted in Schedule 3.12(b), ClickOver has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Company agreement, contract or commitment required to be set forth on Schedule 3.11 or Schedule 3.12(a) (any such agreement, contract or commitment, a "ClickOver Contract"). Each Company ClickOver Contract is in full force and effect and and, except as otherwise disclosed in Schedule 3.12(b), to the Knowledge of ClickOver is not subject to any default thereunder of which the Company or ORA have knowledge by any party obligated to the Company ClickOver pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Merger Agreement (Adknowledge Inc)
Agreements, Contracts and Commitments. (a) Set Except as set forth in on ------------------------------------- Schedule 2.13(a) is a list of all agreements2.12, contracts, leases, licenses or commitments (a) under which the Company has or may acquire any rightsdoes not have, (b) under which the Company has or may become subject is not a party to any obligation or liability, or (c) by which the Company or any of the assets owned or used by nor is it is or may become bound (collectively, the “Company Contracts”), including any of the followingby:
(i) any collective bargaining agreements.
(ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations,;
(iiiii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements,;
(iiiiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment with a under which any firm or other organization,organization provides services to the Company.
(ivv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(vi) any fidelity or surety bond or completion bond,;
(vvii) any lease of personal property,agreement, contract or commitment under which it has limited or restricted its right to compete with any person in any respect;
(viviii) any agreement of indemnification or guaranty,;
(viiix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any Person,person;
(viiix) any agreement, contract or commitment relating to capital expenditures,expenditures and involving future payments in excess of $10,000;
(ixxi) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s 's business,;
(xxii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements arrangements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viviii) hereof,;
(xixiii) any purchase order or contract for the purchase of raw materials,materials involving $10,000 or more;
(xii) any construction contracts,
(xiiixiv) any distribution, joint marketing or development agreement;
(xv) any assignment, license or other agreement with respect to any form of intangible property, or,
(xivxvi) any other agreement, contract or commitment that involves $10,000 or more or is not cancelable without penalty within thirty (30) days.
(b) The . Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all of which are noted in Schedule 2.12, the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Company agreement, contract or commitment required to be set forth on Schedule 2.12, Schedule 2.11(a) or Schedule 2.11(b) (any such agreement, contract or commitment, a "Contract"). Each Company Contract is in full force and effect and and, except as otherwise disclosed in Schedule 2.12, is not subject to any default thereunder of which the Company or ORA have has knowledge by any party obligated to the Company pursuant thereto.
(c) No consents, waivers and approvals of parties to any Company Contract are necessary in order to avoid any breach, violation, default, acceleration or termination right or other loss of rights or event that would constitute a breach, violation, default, acceleration or termination right or other loss of rights with the lapse of time, giving of notice, or both, in connection with the execution and delivery of this Agreement and the consummation of transactions contemplated hereby.
(d) The Company has delivered to Monaco true, correct and complete copies of the Company Contracts, including all exhibits, amendments and supplements and all material correspondence related thereto. No party to any Company Contract has informed the Company of its intention to terminate or not renew such Company Contract. No issue has been raised by any party out of the ordinary course of business, if unresolved, would result in the termination or nonrenewal of such Company Contract. Following the Closing, the Company will be permitted to exercise all of the rights that the Company had under the Company Contracts prior to the Closing without payment of any additional amounts or consideration other than ongoing fees or payments which the Company would otherwise be required to pay pursuant to the terms of such Company Contract had the transactions contemplated by this Agreement not occurred.
Appears in 1 contract
Sources: Merger Agreement (Synbiotics Corp)