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 GAAP; (vii) any Contract for capital expenditures related to the conduct of the Business; or (viii) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, or Liabilities of the Company secured by any of the Assets and Properties of the Company. (c) Except as set forth in Section 3.26(c) of the Disclosure Schedule, all Contracts and Licenses set forth in Section 3.26(b) of the Disclosure Schedule, and all transactions in which the Company has engaged with a customer, supplier or sales representative of the Company, have utilized U.S. Dollars as the underlying currency.
Appears in 1 contract
Contracts and Licenses. (a) Section 3.26(aSECTION 3.25(A) of the Disclosure Schedule OF THE SELLERS 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 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 AgreementAgreement (other than employee offer letters).
(b) Except for the Contracts and Licenses described in Section 3.26(bSECTION 3.25(A) of the Disclosure ScheduleOF THE SELLERS 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 's or representative sales Contract related to the Businessbusiness of the Company;
(ii) any continuing Contract for the purchase of materials, supplies, equipment or services for use in connection with the Business business of the Company 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 Businessbusiness of the Company;
(iv) any Contract related to the conduct of the Business business of the Company 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 business of the Company 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 's (and, after the Closing, would limit Purchaser's) ability to compete with any Person in any line of business comprising the Business business of the Company 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 business of the Company 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 of the Businessbusiness of the Company in excess of Twenty Thousand dollars ($20,000); or
(viii) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, or Liabilities of the Company secured by any of the Assets and Properties of the Company.
(c) Except as set forth in Section 3.26(c) of the Disclosure Schedule, all All Contracts and Licenses set forth in Section 3.26(bSECTION 3.25(A) of the Disclosure ScheduleOF THE SELLERS DISCLOSURE SCHEDULE, and all transactions in which the Company has engaged with a customer, supplier or sales representative of the Company, have utilized U.S. Dollars as the underlying currency.
Appears in 1 contract