Contracts and Commitments Sample Clauses
The 'Contracts and Commitments' clause defines the obligations and agreements that each party is bound to under the contract. It typically outlines the specific actions, deliverables, or standards that must be met, and may address how additional commitments or amendments are to be handled during the contract term. By clearly specifying what each party is responsible for, this clause helps prevent misunderstandings and ensures that all parties are aware of their duties, thereby reducing the risk of disputes.
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Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves:
(A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date;
(B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise;
(C) Indebtedness involving liabilities in excess of $5 million;
(D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise;
(E) “most favored nations” provisions;
(F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts;
(G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or
(H) any material amendment, modification or supplement in respect of any of the foregoing.
(ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shal...
Contracts and Commitments. (a) Except to the extent the following representations relate to Indebtedness which is paid off or terminated at the Closing the Company is not a party to any: (i) agreement relating to any completed business acquisition or divestiture by the Company within the last two years; (ii) collective bargaining agreement or contract with any labor union; (iii) written (or to the Company’s Knowledge, material oral) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iv) stock purchase, stock option or similar plan; (v) written contract for the employment of any officer, employee or other person on a full time or consulting basis; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any portion of the Company’s assets other than Permitted Liens; (vii) guaranty of any obligation for borrowed money or other material guaranty; (viii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $250,000; (ix) contract that grants or confers any easement or mineral rights or other material encumbrances or liabilities upon, or otherwise with respect to, any real property owned or leased by it; (x) lease or agreement under which it is lessor of, or permits any third party to hold or operate any real property; (xi) lease or agreement under which it is lessor of, or permits any third party to hold or operate any personal property, for which the annual rental exceeds $250,000; (xii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $250,000 (other than propane supply agreements delivered in the Ordinary Course); (xiii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $250,000 (other than sale orders received in the ordinary course of business); (xiv) contract which prohibits the Company from freely engaging in business anywhere in the United States; (xv) a partnership, joint venture or other similar contract; (xvi) a collective bargaining or other collective labor contract; (xvii) a written (or to the Company’s...
Contracts and Commitments. (a) All of the agreements, contracts and commitments to which the Parent or any Subsidiary is a party or is bound, whether individually or when aggregated with all related agreements, contracts or commitments, under which the Parent or any Parent Subsidiary is obligated to pay more than $25,000 or that are otherwise material to the business, operations, condition (financial or otherwise), liabilities, assets, earnings or working capital of the Parent or any Parent Subsidiary are described in Section 4.12(a) of the Disclosure Schedule.
(b) Neither the Parent nor any Parent Subsidiary is a party to or bound by any agreements, contracts or commitments which individually or when aggregated with all related agreements, contracts or commitments, provide for the grant of any preferential rights to purchase or lease any of the Parent Assets.
(c) The Parent has delivered or made available to the Company true and complete copies of each written agreement, contract or commitment listed in Section 4.12(a) of the Disclosure Schedule, as well as true and accurate summaries of any oral agreement listed thereon.
(d) The enforceability of the agreements, contracts and commitments referred to in this Section 4.12 will not be affected in any respect by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(e) No currently outstanding purchase contracts or commitments of the Parent or the Parent Subsidiaries are in excess of the normal, ordinary and usual requirements of the Parent or the Parent Subsidiaries, or to the best knowledge of the Parent, were entered into at prices in excess of those available in the industry in arm's length transactions on the respective dates thereof.
(f) Neither the Parent nor any Parent Subsidiary is a party to or bound by any outstanding agreements, arrangements or contracts with any of its officers, directors, stockholders, employees, agents, consultants, advisors, salesmen or sales representatives (or any affiliates of such Persons) that (i) are not cancelable by it on notice of not longer than 30 days and without the imposition of any liability, penalty or premium, (ii) require non-cancelable obligations for payment by the Parent or such Parent Subsidiary of over $15,000, or (iii) provide for any bonus or other payment based on the sale of equity or debt securities of the Parent.
(g) Neither the Parent nor any Parent Subsidiary is a party to or bound by any employment agreement, consulting...
Contracts and Commitments. (a) The Company has made available to Parent copies of the following Contracts of the Company, together with all amendments or waivers pertaining thereto, which are currently in effect as of the date hereof (the “Material Contracts”):
(i) Contracts (other than purchase orders entered into in the ordinary course of business) which involve commitments to make capital expenditures or which provide for the purchase of goods or services by the Company from any one Person under which the undelivered balance of such products or services has a purchase price in excess of Ten Thousand Dollars ($10,000);
(ii) Contracts (other than purchase orders entered into in the ordinary course of business) which provide for the sale of products or services by the Company and under which the undelivered balance of such products or services has a sale price in excess of Ten Thousand Dollars ($10,000);
(iii) Contracts relating to the borrowing of money by the Company, to the granting by the Company of a Lien on any of its assets, or any guaranty by the Company of any obligation or liability in any case involving a liability in excess of Ten Thousand Dollars ($10,000);
(iv) Contracts pursuant to which the Company is a lessor or a lessee of any property, personal or real, or holds or operates any tangible personal property owned by another Person, except for any leases of personal property;
(v) Contracts for the use, license or sublicense of any Proprietary Rights owned or licensed by the Company or otherwise used in the Business (other than any license of mass-marketed or otherwise generally available software);
(vi) any power of attorney (whether revocable or irrevocable) given to any Person by the Company;
(vii) Contracts by the Company not to compete in any business or in any geographical area or with respect to which the Company is the beneficiary of any non-compete provision;
(viii) Contracts restricting the right of the Company to use or disclose any information in its possession or with respect to which the Company is the beneficiary of any confidentiality, nondisclosure or non-use provision;
(ix) any partnership, joint venture or other similar arrangements;
(x) any employment agreements, severance agreements, bonus agreements and non-competition agreements with employees of the Company; and
(xi) any Contract with any officer, director, shareholder or any of their respective Affiliates. (b) ) With respect to such Company Material Contracts: (i) the Company has not materially...
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth in the attached Contracts Schedule, neither the Company nor the Parent is a party to or bound by any written or oral:
(a) pension, profit sharing, option, employee membership purchase or other plan or arrangement providing for deferred or other non-salary compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis;
(c) contract under which such entity has advanced or loaned any other Person any amount;
(d) agreement or indenture relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or any group of assets of either the Company or the Parent;
(e) guarantee of any obligation;
(f) lease or agreement under which the Company or the Parent is lessee of or holds or operates any property, real or personal, owned by any other party;
(g) lease or agreement under which either the Company or the Parent is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company;
(h) contract or group of related contracts with the same party or group of affiliated parties;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any Intellectual Property Rights);
(j) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights);
(k) sales, distribution or franchise agreement;
(l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(m) other agreement which is material to its operations and business prospects.
Contracts and Commitments. Except as set forth in Section 3.18 of the Seller Disclosure Letter, neither Company nor any of its Subsidiaries is a party to:
(a) any partnership agreements or joint venture agreements which require a payment, or delivery of assets or services beyond the 2006-2007 ski season and which are not terminable by the applicable Company on 30 days or less notice without penalty to the applicable Company or any of its Subsidiaries, or which contain exclusivity arrangements which will be binding upon Affiliates of the applicable Company (other than a Subsidiary thereof) following the Closing;
(b) any agreement pursuant to which the applicable Company or its Subsidiaries would be required to pay severance to any director, officer, employee or consultant;
(c) any material agreement with another person or entity limiting or restricting the ability of the applicable Company or its Subsidiaries to enter into or engage in any market or line of business;
(d) any material brokerage agreements;
(e) any agreements for the sale of any of the assets of the applicable Company or its Subsidiaries other than in the ordinary course of business or for the grant to any person or entity of any preferential rights to purchase any of its assets;
(f) any agreement relating to the acquisition by the applicable Company or its Subsidiaries of any operating business or the assets or capital stock of any other corporation, entity or business entered into during the last twelve (12) months;
(g) any material agreements relating to the incurrence, assumption, surety or guarantee of any indebtedness other than ASC-Level Financings;
(h) any material agreements (other than agreements granting rights to use readily available commercial Software and having an acquisition price of less than $50,000 in the aggregate for all such agreements and agreements allowing the use of Company trademarks, tradenames and the like in connection with promotional activities) (i) granting or obtaining any right to use any Intellectual Property or (ii) restricting the rights of the applicable Company or any of its Subsidiaries, or permitting other Persons, to use or register any Intellectual Property of the applicable Company;
(i) any material agreements under which the applicable Company or its Subsidiaries has made advances or loans to any entity or individual (which shall not include advances made to an employee of the applicable Company in the ordinary course of business consistent with past practice); or
(j) exce...
Contracts and Commitments. (a) Except as set forth on the attached Schedule 2.9(a), no Group Company is a party to or bound by any written or oral:
(i) collective bargaining agreement or other Contract with any labor union;
(ii) management agreement or other Contract for the employment of any officer, individual employee or other Person on a full time, part-time or consulting basis or providing for the payment of any cash or other compensation or benefits in connection with the sale of all or a material portion of its assets or a change of control;
(iii) Contract relating to Indebtedness (including any letter of credit arrangements and guarantees of any obligations) or to the mortgaging, pledging or otherwise placing a Lien on any of its assets or any of its equity securities;
(iv) Contract, including, but not limited to, purchase orders, for the purchase, sale, distribution or marketing of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year or involves consideration in excess of 650,000 SEK per year or 1,300,000 SEK in the aggregate;
(v) Contract which prohibits it from freely engaging in business anywhere in the world without any limitation or adverse consequences;
(vi) except as set forth in Schedule 2.25, Contract under which it has advanced or loaned any other Person any amounts;
(vii) Contract under which it is lessee of or holds or operates any property, real or personal, owned by any other party which involves annual rental payments of greater than 325,000 SEK or group of such Contracts with the same Person which involve consideration in excess of 650,000 SEK in the aggregate;
(viii) Contract under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it which involves consideration in excess of 325,000 SEK;
(ix) license, indemnification or other Contract with respect to any intangible property (including any Intellectual Property), other than (A) licenses to a Group Company of unmodified, mass-marketed, executable desktop software applications with a total license fee of less than 15,000 SEKin the aggregate for any such license or group of related licenses, and (B) customer Contracts entered into in the ordinary course of business and containing terms and conditions substantially similar to the terms and conditions of each Group Company’s standard customer agreement, cop...
Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):
(i) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more;
(ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement);
(iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement);
(iv) representative, sales agency, dealer or distributor Contract;
(v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased;
(vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person;
(vii) Contract for any charitable or political contribution;
(viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person;
(ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or
(x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party th...
Contracts and Commitments. (a) Schedule 3.17 contains a complete and accurate list of all contracts (written or oral), plans, undertakings, commitments or agreements or other instruments (including, without limitation, intercompany contracts) (“Contracts”) of the following categories to which any Company is a party or by which it or any of its properties or assets is bound as of the date of this Agreement:
(1) Contracts for the purchase of materials, supplies, or equipment (other than purchase contracts and orders for inventory in the ordinary course of business consistent with past practice), (2) management, service, commission, consulting, or other similar types of Contracts or (3) advertising Contracts, in any such case that have an aggregate future liability to any person (other than the Companies) in excess of $2,500,000 per year and are not terminable by the Companies by notice of not more than 30 days;
(ii) material licenses, options, or other agreements relating in whole or in part to the Intellectual Property (including any license or other agreement under which a Company is licensee or licensor of any such Intellectual Property);
(iii) Contracts (including so-called take-or-pay or keepwell agreements) under which any person (including a Company) has directly or indirectly guaranteed indebtedness, liabilities, or obligations of any person (in each case other than endorsements for the purpose of collection in the ordinary course of business) and, for each such guaranty, (A) whether the obligation covered by that guaranty relates to any Contributor or its affiliate and (B) if the guaranty is secured by a Lien on any property or other asset of the Companies, the nature of that security;
(iv) any Contract that creates a partnership, joint venture, investment or other arrangement (A) involving a sharing of profits or losses relating to all or any portion of the business of any of the Companies, or (B) requiring any of the Companies to invest funds in or make loans to, or purchase any securities of, another person, venture or other business enterprise, in each case, that could reasonably be expected to be in excess of $10,000,000;
(1) Contracts pertaining to the purchase and sale of natural gas in all its forms and all other hydrocarbons (including liquid products) having a term of more than twenty-seven days or involving the payment or receipt of more than $2,500,000 per year of cash or other value, including, without limitation, pipeline leases or operating agreements, includin...
Contracts and Commitments. (a) Schedule 2.14 sets forth a complete and accurate list of all ------------- contracts known to the Company, the Stockholders or the Optionholders after reasonable investigation which have been entered into by the Company or any Stockholder relating to the Practice and still in effect as of the date hereof (the "Contracts"), of the following categories:
(i) Managed care contracts and other contracts with third-party payors;
(ii) Employment or similar contracts and severance agreements;
(iii) Contracts (other than Leases set forth on Schedule 2.13) ------------- relating to the Company or the Practice which are not cancelable without liability on thirty (30) calendar days (or less) notice;
(iv) Options with respect to any property, real or personal, whether the Company is the grantor or grantee thereunder;
(v) Contracts involving expenditures or liabilities, actual or potential, in excess of one thousand dollars ($1,000) or otherwise material to the Practice or the Company;
(vi) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, individually in excess of or in the aggregate in excess of one thousand dollars ($1,000), whether the Company shall be the borrower, lender or guarantor thereunder or whereby any properties of the Company are pledged;
(vii) Contracts containing covenants limiting the freedom of the Company or any officer, director, employee, or Stockholder of the Company, to engage in any line of business or compete with any person; and
(viii) Any Contract with the United States, state or local government or any agency or department thereof. The Company has made available to PQC true, correct and complete copies within the Company's, a Stockholder's or an Optionholder's possession of, and all records relating to, all of the Contracts listed on Schedule 2.14, including all ------------- amendments and supplements thereto.
(b) Absence of Breaches or Defaults. To the knowledge of the Company ------------------------------- or any Stockholder or Optionholder, all of the Contracts are valid and in full force and effect. To the knowledge of the Company, or any Stockholder or Optionholder, the Company and the Stockholders have duly performed all of its or their obligations under the Contracts, and no violation of, or default or breach, under any Contracts by the Company or any other party has occurred except for any violations, defaults, o...