Contracts and Licenses Sample Clauses

Contracts and Licenses. To the extent related to the Business, all rights and benefits under all contracts, governmental approvals, and other documents, commitments, arrangements, undertakings, or authorizations, including the contracts set forth in Schedule 1.1(d) (collectively, the “Transferred Contracts”);

Contracts and Licenses. Except for the permitted encumbrances, Seller is not bound or affected by any of the following that relate to the Business or the Assets: (i) loan agreement, mortgage, deed of trust, or other security agreement, which will not be satisfied prior to the Closing; (ii) guaranty or indemnification agreement; (iii) contract to purchase or sell the Assets; (iv) franchise, distributorship, or other similar agreement; (v) lease of real or personal property; (vi) non-competition covenant; (vii) option or right of first refusal; or (viii) any other agreement or commitment that would have a material adverse effect on the use and operation of the Assets or the Business. True and complete copies of all written Contracts and Licenses, and accurate written descriptions of all oral Contracts and Licenses, have been provided to Purchaser. There are no existing material defaults with respect to the Contracts, Licenses and Intellectual Property. 5.5

Contracts and Licenses. (a) Brite shall use its best efforts to obtain all necessary consents, waivers, authorizations and approvals of all persons, firms or corporations required in connection with the execution, delivery and performance by Brite and the Company of this Agreement (b) To the extent that the terms of any Contract or License require the consent of any third party to avoid giving any third party the right to cancel or terminate the Contract or License or impose extra charges or penalties in connection with the transactions contemplated by this Agreement, the assignment thereof to the Company will be deferred until such consent is received. With respect to Contracts, pending receipt of such consents, Brite will, to the extent legally permissible, subcontract performance to the Company, and the Company will receive in respect of its subcontract performance all payments earned under the Contract. If subcontracting is not permissible, then pending assignment the parties will cooperate to determine a reasonable arrangement that is designed to provide for Buyer the benefits intended to be assigned to the Company (and indirectly to Buyer) under the relevant Contract or License, including, without limitation, enforcement for the account of Buyer of any and all rights of Brite against the other party to any Contract arising out of the breach of cancellation of Contract by such other party. However, notwithstanding this Section 4.17(b), Brite will not be required to conduct the Business after the Closing, and Buyer will reimburse Brite for costs incurred by Brite pursuant to this Section 4.17(b) and will indemnify Brite against liabilities incurred in performance under this Section 4.17(b) pursuant to Section 5.3. The reimbursement and indemnification described in the preceding sentence shall not be subject to Section 5.7.

Contracts and Licenses. (a) Section 3.26(a) of the Disclosure Schedule contains a true and complete list of each of the Business Contracts, Business Licenses, Real Property Leases and Personal Property Leases pursuant to which the Company will either receive payments in excess of $100,000 or make payments in excess of $50,000, in each case in any period of twelve consecutive months, true and complete copies of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement. (b) Except for the Contracts and Licenses described in Section 3.26(b) of the Disclosure Schedule, the Company is not a party to or bound by any material Contract or License, including: (i) any distributor, agency, advertising agency, marketing, manufacturer’s or representative sales Contract related to the Business; (ii) any continuing Contract for the purchase of materials, supplies, equipment or services for use in connection with the Business which is not subject to cancellation by the Company, or which is subject to cancellation by the other party thereto on sixty (60) or fewer days’ notice; (iii) any Business Contract or any Contract otherwise binding upon any of the Assets and Properties of the Company or relating to any of the Liabilities of the Company that had or would reasonably be expected to have, either individually or in the aggregate with any other similar Contracts, a Material Adverse Effect on the Business; (iv) any Contract related to the conduct of the Business that expires or may be renewed at the option of any Person other than the Company so as to expire more than one year after the date of this Agreement; (v) any Contract related to the conduct of the Business that (a) automatically terminates or provides for termination by any Person other than the Company upon consummation of the transactions contemplated by this Agreement or (b) contains any covenant or other provision which limits the Company’s ability to compete with any Person in any line of business comprising the Business or in any market, area, jurisdiction or territory; (vi) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction related to the conduct of the Business or binding on the Assets and Properties of the Company of the type required to be capitalized in accordance with ...

Contracts and Licenses. The Caravelle Disclosure Schedule sets forth a complete and accurate list of: (a) Each contract, whether written or oral, between Caravelle and any party to whom Caravelle provides products or services, which involved payments to Caravelle of more than Ten Thousand Dollars ($10,000.00) during the year ended December 31, 1997 or can reasonably be expected to involve payments to Caravelle of more than Ten Thousand Dollars ($10,000.00) during the year ending December 31, 1998; (b) Each contract (except for real property leases, equipment rental contracts, evidence of indebtedness and insurance contracts), whether written or oral, between Caravelle and any party to whom Caravelle is obligated or can reasonably be expected to pay more than Ten Thousand Dollars ($10,000.00) for any twelve (12) month period; (c) Each agreement for the license of any copyright, trade secret or other proprietary right, or requiring indemnification by Caravelle with respect to infringements of proprietary rights not entered into in the ordinary course of business; (d) Each material permit, license, franchise, certificate of need and each other material certificate or authorization issued to Caravelle by any governmental authority having jurisdiction in any area where Caravelle provides products or services (a "LICENSE" or "LICENSES"); (e) Each agreement, contract or commitment containing any covenant limiting the freedom of Caravelle to engage in any line of business or compete with any person; (f) Each joint marketing or development agreement to which Caravelle is a party, either directly or indirectly; (g) Each distribution agreement (identifying any that contain exclusivity provisions) to which Caravelle is a party and a schedule of all distributors and resellers of Caravelle's products as of the date hereof; (h) Each agreement, contract or commitment to which Caravelle is a party relating to capital expenditures involving future obligations in excess of Ten Thousand Dollars ($10,000.00) and not cancelable without penalty; (i) Each agreement of indemnification or guaranty not entered into in the ordinary course of business to which Caravelle is a party other than indemnification agreements between Caravelle and any of its officers or directors; (j) Each agreement, contract or commitment to which Caravelle is a party relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture o...

Contracts and Licenses. (a) Section 3.25(a) of the Disclosure Schedule contains a true and complete list of each of the Business Contracts, Business Licenses, Real Property Leases and Personal Property Leases (true and complete copies or, if none, reasonably complete and accurate written descriptions) of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement (other than employee offer letters). (b) Except for the Contracts and Licenses described in Section 3.25(b) of the Disclosure Schedule, the Company is not a party to or bound by any material Contract or License, including: (i) any distributor, agency, advertising agency, marketing, manufacturer’s or representative sales Contract related to the Business; (ii) any continuing Contract for the purchase of materials, supplies, equipment or services for use in connection with the Business which is not subject to cancellation by the Company, or which is subject to cancellation by the other party thereto on sixty (60) or fewer days’ notice; (iii) any Business Contract or any Contract otherwise binding upon any of the Assets and Properties of the Company or relating to any of the Liabilities of the Company that had or would reasonably be expected to have, either individually or in the aggregate with any other similar Contracts, a Material Adverse Effect on the Business; (iv) any Contract related to the conduct of the Business that expires or may be renewed at the option of any Person other than the Company so as to expire more than one year after the date of this Agreement; (v) any Contract related to the conduct of the Business that (a) automatically terminates or provides for termination by any Person other than the Company upon consummation of the transactions contemplated by this Agreement or (b) contains any covenant or other provision which limits the Company’s ability to compete with any Person in any line of business comprising the Business or in any market, area, jurisdiction or territory; (vi) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction related to the conduct of the Business or binding on the Assets and Properties of the Company of the type required to be capitalized in accordance with GAAP; (vii) any Contract for capital expenditures related to the conduct...

Contracts and Licenses. All rights of Seller under the following Contracts: (i) all Contracts (including purchase orders) entered into in the ordinary course of business with customers or distributors for the sale of the products and services of the Business or with the vendors and suppliers of the Business for the purchase of raw materials and other components used by Seller in operating the Business; and (ii) all Contracts, licenses, agreements and commitments of the Business that are listed on Schedule 2.01(b) under the heading "Assumed Contracts".

Contracts and Licenses. Section 4.25(a) of the Disclosure Schedule sets forth all of the following Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”): (i) Contracts involving per annum payments in excess of $100,000 with suppliers, vendors, professional service providers, commercial agents, authorized dealers and distribution agents, that have a minimum term of more than one year or can be terminated by the Company or the respective Subsidiary only with notice of more than 30 days; (ii) Contracts with any current officer or director of the Company or any of its Subsidiaries or any Affiliate (other than a Subsidiary) of the Company, and a list of all other benefits owed, paid or offered to them by the Company or any of its Subsidiaries, which are not made available to all Employees generally, including participations in profits, bonuses, option rights, premiums, profit-orientated bonus payments or similar plans; (iii) Contracts with any labor union or association representing any employee of the Company or any of its Subsidiaries; (iv) Contracts for the purchase or sale of any of the assets of the Company or any of its Subsidiaries for consideration in excess of $100,000; (v) Contracts relating to the acquisition by the Company or any of its Subsidiaries of any operating business or the capital stock of any other Person, in each case for consideration in excess of $25,000; (vi) Contracts relating to the incurrence of Indebtedness, or the making of any loans, in each case involving amounts in excess of $50,000; (vii) Contracts for joint ventures, strategic alliances or partnerships; (viii) Contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with the Company or any of its Subsidiaries in any line of business or in any geographical area; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Any other Contract which by its terms would prohibit or materially delay the consummation of the transactions contemplated hereunder; (xi) Contracts pursuant to which the Company or any of its Subsidiaries (i) has acquired a license to use any material Intellectual Property (other than software and related Company Intellectual Property that is generally commercially available), or (ii) has granted to any third party any l...

Contracts and Licenses. All Liabilities under Contracts and Licenses set forth in Sections 2.01 (a)(vii) and (viii).