Contracts Sample Clauses
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Contracts. (a) Except for this Agreement and each Contract filed as an exhibit to the Filed SEC Documents, Section 4.16(a) of the Company Disclosure Letter sets forth a list, as of the date of this Agreement, of all Material Contracts. For purposes of this Agreement, “Material Contract” means all Contracts to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries, or any of their respective properties or assets is bound (other than Company Plans and insurance, reinsurance, or retrocession treaties or agreements, slips, binders, cover notes, or other similar arrangements) that:
(i) are or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act;
(ii) relate to the formation or management of any joint venture, partnership, or other similar agreement that is material to the business of the Company and its Subsidiaries, taken as a whole;
(iii) provide for Indebtedness of the Company or any of its Subsidiaries having an outstanding or committed amount equal to or in excess of $10,000,000, other than any Indebtedness between or among any of the Company and any of its Subsidiaries;
(iv) are any keepwell or similar agreement under which the Company or any of its Subsidiaries has directly guaranteed any liabilities or obligations of another Person or under which another Person has directly guaranteed any liabilities or obligations of the Company or any of its Subsidiaries, in each case involving liabilities or obligations in excess of $10,000,000 (other than any contracts under which the Company or a Subsidiary has guaranteed the liabilities or obligations of a wholly owned Subsidiary of the Company);
(v) have been entered into since January 1, 2017, and involve the acquisition from another Person or disposition to another Person of capital stock or other equity interests of another Person or of a business, in each case, for aggregate consideration under such Contract in excess of $10,000,000 (excluding, for the avoidance of doubt, acquisitions or dispositions of investments made pursuant to the Investment Guidelines, or of supplies, products, properties, or other assets in the ordinary course of business or of supplies, products, properties, or other assets that are obsolete, worn out, surplus, or no longer used or useful in the conduct of business of the Company or any of its Subsidiaries);
(vi) prohibit the payment of dividends or distributi...
Contracts. Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.
Contracts. Except as filed as an exhibit to the Filed CDnow SEC Documents or set forth the CDnow Disclosure Letter, there are no Contracts in effect as of the date of this Agreement that are material to the business, properties, assets, condition (financial or otherwise) or results of operations of CDnow and the CDnow Subsidiaries, taken as a whole. Except as set forth in the CDnow Disclosure Letter and except for Contracts entered into after the date of this Agreement not in violation of any other provision of this Agreement, neither CDnow nor any CDnow Subsidiary is party to any:
(i) Contract with any labor union;
(ii) employment agreement, or consulting agreement or other contract for services, pursuant to which an individual performs services comparable to an employee, with annual financial obligations of CDnow or any CDnow Subsidiary in excess of $100,000;
(iii) loan agreement or instrument relating to indebtedness for borrowed money;
(iv) Contract with any agent, dealer or distributor acting on behalf of CDnow or any CDnow Subsidiary;
(v) stand-by letters of credit, guarantees or performance bonds involving amounts in excess of $100,000 in the aggregate;
(vi) Contract with any affiliate of CDnow;
(vii) Contract that provides for the cash payment, equivalent equity outlay or provision of services (A) in an amount greater than $150,000 per annum or (B) $500,000 over the term of the Contract;
(viii) Contract that establishes any form of exclusivity restriction on CDnow or any CDnow Subsidiary, any exclusive or preferred vendor relationship restricting CDnow or any CDnow Subsidiary in any material respect, any covenant not to compete restricting CDnow or any CDnow Subsidiary or any covenant restricting in any material respect the development, marketing or distribution by CDnow or any CDnow Subsidiary of any of its products, content or services, in each case that is binding on CDnow or any CDnow Subsidiary for the calendar year 1999 or thereafter; or
(ix) Contract (A) in respect of the licensing of any Intellectual Property Rights held by CDnow or any CDnow Subsidiary on an exclusive basis or for a term in excess of one year or involving the cash payment, equivalent equity outlay or provision of services in an amount greater than (I) $100,000 per annum or (II) $500,000 over the term of the agreement, (B) with a "portal", "internet service provider" or "internet search engine" that provides for the cash payment, equivalent equity outlay or provision of services in an...
Contracts. (a) Section 3.19(a) of the Disclosure Schedule contains a true and complete list of each of the following written or oral contracts, agreements or other arrangements (each, a "Material Contract") to which the Company is a party or by which any of its Company Assets and Properties are bound (and, to the extent oral, accurately describes the terms of such contracts, agreements and arrangements):
(i) all collective bargaining or similar labor agreements;
(ii) all contracts for the employment of any officer, employee or other person or entity on a full time, part time, consulting or other basis;
(iii) all loan agreements, indentures, debentures, notes or letters of credit relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the Company;
(iv) all guarantees of any obligation;
(v) all leases or agreements under which the Company is lessee or lessor of, or holds, or operates, any property, real or personal, owned by any other party;
(vi) all commitments, contracts, sales contracts, purchase orders, mortgage agreements or groups of related agreements with the same party or any group or affiliated parties which require or may in the future require payment of any consideration by the Company of an amount in excess of $25,000 and which cannot be terminated within thirty (30) days after giving notice of termination without resulting in any cost or penalty to the Company;
(vii) all license agreements, distribution agreements or any other agreements involving any Company Intellectual Property;
(viii) all subscription or registration rights agreements or any other agreements related to the equity ownership of the Company;
(ix) all contracts or commitments that in any way restrict the Company from carrying on its Business anywhere in the world; and
(x) all other contracts and agreements that (A) involve the payment or potential payment, pursuant to the terms of any such contract or agreement, by the Company or the other party of an amount in excess of $25,000 and (B) cannot be terminated within thirty (30) days after giving notice of termination without resulting in any cost or penalty to the Company.
(b) Each contract, agreement or other arrangement disclosed in Section 3.19(a) of the Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable by the Company in accordance with its terms, except as to the effect, if any, of (a) ap...
Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party:
(i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum;
(ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000;
(iii) any agreement concerning a partnership or joint venture;
(iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible;
(v) any material agreement concerning confidentiality or non-competition;
(vi) any material agreement with the Seller and his Affiliates (other than Target);
(vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees;
(viii) any collective bargaining agreement;
(ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits;
(x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business;
(xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect;
(xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights);
(xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000;
(xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or
(xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and comp...
Contracts. Section 4(o) of the Disclosure Schedule lists the following contracts and other agreements, whether written or oral, to which any of the Company or its Subsidiaries is a party or otherwise bound (except those agreements contemplated by this Agreement or in connection with the restructuring in connection therewith):
(i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments which extend over a period of more than 180 days or include consideration in excess of $250,000;
(ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 180 days or involve consideration in excess of $250,000;
(iii) any agreement concerning a partnership or joint venture;
(iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or under which it has imposed a Security Interest on any of its assets, tangible or intangible;
(v) any material agreement imposing confidentiality obligations on the Company or its Subsidiaries;
(vi) any contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world;
(vii) any agreement with the Company and its Affiliates (other than the Company and its Subsidiaries);
(viii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers, and employees;
(ix) any collective bargaining agreement;
(x) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $50,000 or providing material severance benefits;
(xi) any contract, agreement or other arrangement with any officer or director of the Company or any of its Subsidiaries;
(xii) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees;
(xiii) any agreement under which the consequences of a default or termination could have a material adverse effect on the business, financial condition, operations or results of operations of the Company or its Subsidiaries; or
(xiv) any other agreement (o...
Contracts. Section 5.17 of the Inbox Disclosure Schedule lists the following contracts, agreements, commitments and other arrangements to which Inbox is a party or by which Inbox or any of its assets is bound:
(a) any agreement (or group of related agreements) for the lease of personal property to or from any Person or license of any software or Intellectual Property which involves the payment by or to Inbox of more than $25,000 per year;
(b) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration in excess of $25,000;
(c) any agreement for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors which involves the payment by Inbox of more than $25,000 per year;
(d) any agreement concerning a partnership or joint venture;
(e) any agreement (or group of related agreements) under which Inbox has created, incurred, assumed, or guaranteed any indebtedness for borrowed money or any capitalized lease obligation in excess of $25,000 or under which a Security Interest has been imposed on any of its assets, tangible or intangible;
(f) any agreement concerning noncompetition or restraint of trade or any agreement on currently active projects which involves confidentiality;
(g) any agreement with any Inbox shareholder or any of such shareholder's Affiliates (other than Inbox) or with any Affiliate of Inbox;
(h) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers or employees;
(i) any collective bargaining agreement;
(j) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis;
(k) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees;
(l) any agreement pursuant to which Inbox is obligated to provide services, maintenance, support or training which involves payments to Inbox of more than $50,000 per year;
(m) any standard form agreement used by Inbox, including, but not limited to, any purchase order, statement of standard terms and conditions of sale, or employment offer letter; and
(n) any other agreement (or group of related agr...
Contracts. Except as filed as exhibits to the Company SEC Documents filed prior to the date hereof, or as disclosed in Section 3.13 of the Company Disclosure Schedule, there is no Company Agreement relating to the ADS Business, the Acquired Assets or the Retained Liabilities (a) any of the benefits to any party of which will be increased, or the vesting of the benefits to any party of which will be accelerated, by the occurrence of any of the Transactions or the value of any of the benefits to any party of which will be calculated on the basis of any of the Transactions (except as disclosed pursuant to Section 3.11) or (b) which, as of the date hereof, (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) involves aggregate expenditures in excess of $50,000 per annum, (iii) involves aggregate expenditures in excess of $50,000 and was not entered into in the ordinary course of business, (iv) contains “take or pay” provisions applicable to the Company or any Company Subsidiary, (v) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, any Company Subsidiary or any of the Company’s current or future affiliates, or which restricts the conduct of any line of business by the Company, any of the Company’s current or future affiliates, any Company Subsidiary or any geographic area in which the Company, any Company Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any respect, (vi) would reasonably be expected to prohibit or materially delay the consummation of the Offer, the Merger or any of the other Transactions or (vii) is necessary for the conduct of the ADS Business as currently conducted but constitutes an Excluded Asset. Each contract of the type described in this Section 3.13, whether or not set forth in Section 3.13 of the Company Disclosure Schedule, is referred to herein as a “Company Material Contract”. Each Company Agreement relating to the ADS Business, the Acquired Assets or the Retained Liabilities is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, each other party thereto, as applicable, and in full force and effect, and the Company and each Company Subsidiary has performed all obligations required to be performed by it under each such Company Agreement and, to the Company’s knowledge, each other party to each suc...
Contracts. The Company has Previously Disclosed or provided (by hard copy, electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each of the following to which the Company or any Company Subsidiary is a party (each, a “Material Contract”):
(i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $500,000, except for those issued in the ordinary course of business;
(ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union;
(iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K;
(iv) any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person with annual rent payments in excess of $500,000;
(v) any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries;
(vi) any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person;
(vii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $500,000;
(viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $500,000);
(ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business;
(x) any alliance, cooperation, joint venture, shareholders, partnership or similar agreement involving a sharing of profits or ...
Contracts. (a) Except for the Contracts disclosed on Schedule 3.06(a), with respect to the Business, Seller is not a party to or bound by:
(i) (A) any agreement for the sale of advertising or other purposes for cash ("ADVERTISING AGREEMENTS") and (B) any agreement with any College other than any College set forth on Schedule 2.12(a)(i);
(ii) any agreement with a term of more than three (3) months from the date of this Agreement;
(iii) as of the date of this Agreement, any agreement involving payments or receipts over the remaining term of such agreement (other than Advertising Agreements) of (A) $15,000 or more with respect to any single agreement or (B) $100,000 or more in the aggregate for all agreements not required to be disclosed under clause (a)(iii)(A) of this Section 3.06;
(iv) any agreement for Program Rights;
(v) any agreement involving the purchase, sale or lease of real property other than the St. Louis Lease and the leases for each of the Office Spaces;
(vi) any lease, sublease or similar agreement under which Seller is a lessor or sublessor of, or makes available for use to any third party, any portion of the Real Property or any premises otherwise occupied by Seller;
(vii) any lease for personal property providing for annual rentals of $30,000 or more;
(viii) any agreement for the purchase or license of, or provision by Seller of, materials, supplies, goods, equipment or other assets providing for payments by Seller of $15,000 or more;
(ix) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise);
(x) any partnership, joint venture or other similar agreement or arrangement;
(xi) any agreement that is a Capital Lease Obligation;
(xii) any agreement pursuant to which Seller has, directly or indirectly, made any loan, extension of credit or capital contribution to, or investment in, any third party;
(xiii) any agreement relating to Indebtedness of Seller or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset);
(xiv) any agreement for any mortgage, pledge or security agreement, deed of trust or other instrument granting a Lien (other than Permitted Liens) upon any asset or property of the Business;
(xv) any agency, dealer, sales representative, marketing or other similar agreement;
(xvi) any agreement that limits the freedom of Seller to compete in any line of business or with any Person or in any area or to own...