Contracts; Action Sample Clauses

The "Contracts; Action" clause defines the rights and procedures related to initiating legal action or enforcing obligations under a contract. Typically, this clause outlines who has the authority to bring a lawsuit, the circumstances under which legal action may be taken, and any requirements or limitations on such actions, such as notice periods or jurisdiction. Its core practical function is to provide clarity and structure for dispute resolution, ensuring that all parties understand how and when contractual disputes can be formally addressed.
Contracts; Action. (a) Except (i) as set forth on Schedule 3.7(a), (ii) as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "2000 FORM 10-K"), and (iii) for agreements between the Company or any Subsidiary and its employees with respect to the sale of Common Stock, there are no agreements, contracts, understandings or proposed transactions between the Company or any Subsidiary and any of its officers, directors, affiliates or any affiliate thereof. (b) Attached hereto as Schedule 3.7(b) is a list of (i) all "material contracts" with the meaning of Item 601 of Regulation S-K of the SEC, and (ii) all contracts restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any person or entity or in any geographical area, or from using or disclosing any information in its possession (other than routine vendor and customer confidentiality agreements and confidentiality agreements with potential acquisition targets) (collectively referring to the items in clauses (i) and (ii), the "CONTRACTS"). (c) Except as set forth in Schedule 3.7(c), neither the Company nor any of its Subsidiaries is, nor to the Company's knowledge is any other party to any Contract, in material default under, or in material breach or material violation of, any Contract and, to the knowledge of the Company, no event has occurred which, with the giving of notice or passage of time or both would constitute a material default by the Company under any Contract. Other than Contracts which have terminated or expired in accordance with their terms, each of the Contracts is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness of the Company or any of its Subsidiaries to accelerate or which does accelerate the maturity of any indebtedness for borrowed money of the Company or any of the Subsidiaries. (d) Since July 13, 1999, except as set forth on Schedule 3.7(d), neither the Company nor any Subsidiary ...
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Contracts; Action. 7 3.8 Obligations to Related Parties..................................................................8 3.9 Changes.........................................................................................8 3.10 Title to Properties and Assets; Liens, etc......................................................9 3.11
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Contracts; Action. (a) Except as set forth in Section 3.7(a) of the Schedule of Exceptions or as disclosed in the Form 10-K, there are no contracts, agreements, understandings or proposed transactions between the Company and any of its officers, directors or affiliates or any family member or affiliate thereof that would be required to be disclosed pursuant to Item 404 of Regulation S-K of the SEC. (b) For purposes of this Agreement, the term "Contracts" shall mean (i) all "material contracts" within the meaning of Item 601 of Regulation S-K of the SEC, (ii) contracts with distributors or suppliers or for services involving revenues or expenditures in excess of $800,000 annually, (iii) all contracts involving revenues or expenditures in excess of $250,000 annually containing non-competition provisions that purport to bind affiliates of the Company, (iv) all contracts restricting the payment of dividends upon, or the redemption or conversion of, the Shares, (v) those contracts identified in Section 3.7(b)(v) of the Schedule of Exceptions, and (vi) contracts under which the Company or any subsidiary has granted or received exclusive rights relating to the TiVo Channel (as defined in the Commercial Agreement). Except as set forth in Section 3.7(b) of the Schedule of Exceptions, the Company is not, nor to the Company's knowledge is any other party to any Contract, in material default under, or in material breach or
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Contracts; Action. (a) Schedule 4.7(a) identifies each Assumed Contract, other than purchase orders, that contemplates or involves: (A) the payment or receipt of cash or other consideration in an amount or having a value in excess of $50,000, (B) indebtedness for borrowed money or Encumbrance of Purchased Assets other than Permitted Encumbrances, (C) guarantee of any obligation for borrowed money or otherwise, (D) lending or investing of funds, (E) lease of any real property, (F) any agreement with any material customer or supplier of the Business or (G) prohibition of a Selling Entity from freely engaging in business anywhere in the world (collectively, the “Material Contracts”). (b) Each Assumed Contract is valid and in full force and effect, and is enforceable by the applicable Selling Entity in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies. (c) Except as set forth on Schedule 4.7(c), (i) no Selling Entity has violated or breached, or is in default under, or has received notice that it has breached, violated or defaulted under, any Material Contract and, to the Knowledge of the Seller, no third party has violated or breached, or declared or committed any default under, any Material Contract, (ii) to the Seller’s Knowledge, no event has occurred, and no circumstance or condition exists, that would reasonably be expected (with or without notice or lapse of time) to result in a violation or breach of any of the provisions of any Material Contract, or to give any Person the right to declare a default or exercise any remedy in respect of a default, accelerate the maturity or performance, or cancel, terminate or modify any right under any Material Contract. (d) No Assumed Contract prohibits a Selling Entity from freely engaging in the Business anywhere in the world. (e) No Selling Entity has waived any of its material rights under any Material Contract on Seller. (f) No Person is renegotiating any material amount paid or payable to the Selling Entities under any Assumed Contract or any other material term or provision of any Assumed Contract.
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Contracts; Action. (a) Except as set forth in Section 3.7(a) of the Schedule of Exceptions or as disclosed in the Form 10-K, there are no contracts, agreements, understandings or proposed transactions between the Company and any of its officers, directors or affiliates or any family member or affiliate thereof that would be required to be disclosed pursuant to Item 404 of Regulation S-K of the SEC. (b) For purposes of this Agreement, the term "Contracts" shall mean (i) all "material contracts" within the meaning of Item 601 of Regulation S-K of the SEC, (ii) contracts with distributors or suppliers or for services involving revenues or expenditures in excess of $800,000 annually, (iii) all contracts involving revenues or expenditures in excess of $250,000 annually containing non-competition provisions that purport to bind affiliates of the Company, (iv) all contracts restricting the payment of dividends upon, or the redemption or conversion of, the Shares, (v) those contracts identified in Section 3.7(b)(v) of the Schedule of Exceptions, and (vi) contracts under which the Company or any subsidiary has granted or received exclusive rights relating to the TiVo Channel (as defined in the Commercial Agreement). Except as set forth in Section 3.7(b) of the Schedule of Exceptions, the Company is not, nor to the Company's knowledge is any other party to any Contract, in material default under, or in material breach or material violation of, any Contract and, to the knowledge of the Company, no event has occurred which, with the giving of notice or passage of time or both would constitute a material default by the Company or any other party under any Contract. Other than Contracts which have terminated or expired in accordance with their terms, each of the Contracts is in full force and effect and (assuming due execution and delivery by the counterparties thereto) is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing).
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Contracts; Action. 10 3.8 Obligations to Related Parties..............................11 3.9 Absence of Certain Changes..................................11
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Contracts; Action 
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Related to Contracts; Action

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • PUBLIC CONTRACTS AND PROCUREMENT FRAUD Contractor represents and warrants that, within the three (3) year period prior to this Contract, neither Contractor nor its principals or affiliates: (a) have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offence in connection with obtaining, attempting to obtain, or performing a public (federal, state, local, or tribal) contract or purchase order under a public contract; (b) have been in violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property; (c) have been indicted for or otherwise criminally or civilly charged by a government entity (federal, state, local, or tribal) with commission of any of the offense enumerated in subsection (b) of this provision; or (d) had one or more public contracts (federal, state, local, or tribal) terminated for cause or default.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Contracts, etc To enter into, make and perform all such obligations, contracts, agreements and undertakings of every kind and description, with any Person or Persons, as the Trustees shall in their discretion deem expedient in the conduct of the business of the Trust, for such terms as they shall see fit, whether or not extending beyond the term of office of the Trustees, or beyond the possible expiration of the Trust; to amend, extend, release or cancel any such obligations, contracts, agreements or understandings; and to execute, acknowledge, deliver and record all written instruments which they may deem necessary or expedient in the exercise of their powers;

  • Assumed Contracts (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.