Contracts and Obligations Sample Clauses

Contracts and Obligations. Except as otherwise expressly provided in this Agreement, no contract, obligation or liability of any kind or type can be entered into on behalf of the Company, other than by a Director or an Officer acting with the consent of the Board of Directors.

Contracts and Obligations. The Company Disclosure Schedule sets forth a true and complete list of the following agreements and instruments to which the Company is a party: (a) all executory contracts, agreements and instruments having a total contract price in excess of $50,000; (b) all contracts, agreements or instruments which are in the nature of teaming agreements, joint venture agreements, non-compete agreements, franchise agreements, exclusive license agreements or other similar agreements restricting access to any business opportunity of the Company; (c) all loan or debt agreements, guarantees, indemnities and bonding commitments; (d) all license or technology transfer agreements; (e) all leases, subleases and equipment leases, having a total contract price in excess of $50,000; (f) all agreements between the Company, on the one hand, and any of the officers, directors or stockholders; (g) all material agreements between the Company, on the one hand, and any other employees of the Company on the other hand; (h) all material licenses or permits issued by any government agency or authority for the benefit of the Company and/or one or more of the Company Subsidiaries; (i) any management or consultation agreement not terminable at will without liability; (j) any contracts or agreements requiring the payment of fees or commissions in connection with any sale of all or substantially all of the Company's stock or assets or any sale of a substantial interest in the Company; and (k) any other agreement which materially affects the Company's business, financial position or operating results or which was entered into other than in the Ordinary Course of Business (collectively, the "Material Contracts"). The Company has delivered to the Buyer true and complete copies of each of the Material Contracts. The Company is not in material violation of, or in default with respect to, any Material Contract and the Material Contracts are valid, binding and enforceable, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. To the Knowledge of the Company, the relationships between the Company and the other parties to each of the Material Contacts are in good standing, and no such other contract party has canceled or terminated, or threatened to cancel, terminate or change in any manner adverse to the Company such relationship or the terms of any Material Contract.

Contracts and Obligations. (a) The Data Room Documents contained copies of all contracts material to the business of the Group Companies to which the Group Companies are party: (i) the performance of which commits any of the Group Companies to pay an annual amount greater than 200,000 euros per contract; (ii) which accounted for more than 3% of the consolidated turnover of the Group Companies for the preceding financial year or covering the sale of products and/or services for more than 100,000 euros per year; (iii) whose term exceeds one year or is unlimited (with the exception of labour agreements), and which may not be terminated by the Group Company which is a party thereto without more than six months' notice and/or payment of an indemnity; (iv) giving rise to the payment by any of the Group Companies of fees or of consideration in another form greater than 100,000 euros in any year in return for business brought to the relevant Group Company by a third party; (v) relating to profit-sharing or which provide for a remuneration on the basis of profits or turnover and in each case under which any Group Companies has paid an amount greater than 50,000 euros in 2005; (vi) which do not fall within the scope of the relevant Group Company's normal day-to-day business, or which are entered into under terms other than those usually granted to independent parties; (vii) which contain any clauses entitling the third parties to terminate or renegotiate the terms of the contracts upon a sale of the Shares to the Purchaser. (b) All shareholder, joint venture, consortium, partnership, material supplier, material distribution, material customer, material agency and any other material similar agreements and arrangements to which the Group Companies are parties have been disclosed to the Purchaser and are legally valid, binding and enforceable; (c) All contracts existing between the Group Companies, on the one hand, and their suppliers, customers, distributors, agents, licensees or franchisees on the other hand, were entered into on an arms-length basis and in the ordinary course of business. (d) Save to the extent set out in Schedule 9 or in the Data Room Documents, there are no agreements which may oblige any of the Group Companies in the future to accept imposed purchase prices or any restrictions whatsoever on their freedom to do business. (e) On the Execution Date, neither the Seller nor any of the Group Companies has any knowledge whatsoever that any of the 10 largest customers of, or suppl...

Contracts and Obligations. Set forth in Schedule 4.15 is a list of all material written and oral agreements, contracts, indebtedness, liabilities and other obligations to which Arraid is a party or by which it is bound which (a) obligate Arraid to share, license or develop any product or technology; (b) involve transactions or proposed transactions between Arraid and its officers, directors, stockholders, affiliates or any affiliate thereof; (c) involve strategic arrangements or cooperation agreements; (d) involve commitments for inventory items or supplies in excess of $10,000; (e) are for a term longer than twelve (12) months; (f) are written distribution or dealer agreements; (g) are with the United States of America; or (h) involve receipts or expenditures by Arraid greater than $50,000 in any twelve-month period. Copies of written, and summaries of oral, agreements, contracts, indebtedness, liabilities and obligations have been made available for inspection by Alanco. True and correct copies of the foregoing shall be delivered to Alanco at Closing. All such agreements are legal, valid and binding obligations and are in full force and effect in all material respects. Except as set forth in Schedule 4.15, Arraid has avoided every condition and has not performed any act the occurrence of which would result in Arraid's loss of any right granted under any license, distribution or other agreement.

Contracts and Obligations. Except as set forth in Section 6.1 herein, the Buyer does not assume and will not be deemed to have assumed any obligations of the Seller under or with respect to any contract, instrument, or document or otherwise, and neither the Buyer nor any of its property (including the Business after the Closing) will be liable for any obligations of the Seller under or with respect to any such contract, instrument, document, or other obligation.

Contracts and Obligations. Schedule 5.C.13 sets forth a list of all Contracts to which TKH Blocker is a party or by which it is bound, other than immaterial Contracts that can be cancelled by TKH Blocker on thirty (30) days notice or less, without any penalty or continuing liability. Except for the XM Agreement, TKH Blocker has made available to Parent copies of all of the foregoing Contracts (or written summaries in the case of oral Contracts). All of such Contracts are valid, binding and in full force and effect on TKH Blocker. TKH Blocker is not in default under any material provision of any of such Contracts and, to the Knowledge of TKH Blocker, no other party to any such Contracts is in default under any provision thereof. As of the date hereof, TKH Blocker has not received any written communication from any other party to the Contracts listed on Schedule 5.C.13 stating that such other party has decided or plans to terminate or otherwise discontinue such Contract.

Contracts and Obligations. PACE+/PACE+SOC Intellectual Property co-owned (50%/50%) by Joint Venture (JV) entity and IIT Independent Contractor Agreement (▇▇▇▇▇ ▇▇▇▇▇▇▇) - Attachment 26 Limited Use of Software Ownership/Agreement – Attachment 27 Employment Agreements- Attachment 28 Company Simple ▇▇▇ Plan- Attachment 31 Employee Health and Welfare Insurance Policies, Aetna Small Business Insurance-Attachment 32.1 Netsmart (Infoscriber) to resell E-Prescription Software that works with PACE+ Software –Attachment 46 Cox Business Commercial Services Agreement for Internet Services –Attachment 47 Integra Communications Commercial Services Agreement-Attachment 48 MNK Info Subcontractor Service Agreement, Project Management and Hosting Services-Attachment 49 Payroll Experts, LLC Payroll & Fillings – Attachment 34a Horizon Human Services (11/22/2010) Non-Disclosure Agreement- Attachment 53 Four Directions, LLC (a.k.a. 4 Directions) Content Distributor PACE+ Subscription License Agreement-Attachment 55 Dallas Independent School District Electronic Medical Records Software Installation and License Contract-Attachment 56 Dallas Independent School District Application Service Provider Service Agreement for PACE+ SaaS Subscription License – Attachment 56a Dallas Independent School District EDI IIT Component Agreement– Attachment 56b (New Contact) Human Services Consultant Service Agreement-Attachment 57 Little Colorado Behavioral Health Centers (a.k.a. Little Colorado or LCVHC), Application Service Provider Agreement for ContentDistributor PACE+ SaaS Prescription License-Attachment 58 Community Counseling Centers (CCC) Service Agreement-Attachment ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ Professional Services Agreement-Attachment 60 Contract through September 30th, 2014.

Contracts and Obligations. The Excel Group (a.k.a. Achieve Human Services) Application Subscription Agreement ContentDistributor PACE+ Subscription License (Self Hosting)-Attachment 61 Corazon Behavioral Health (a.k.a. Corazon) Application Service Provider and Professional Service Agreement ContentDistributor PACE-Attachment 62 Helping Associates Application Service Provider Agreement Content Distributor, PACE/PACE+ - Attachment 63 Marc Center Service Agreement (a.k.a. Marc Community Resources) ContentDistributor PACE+-Attachment 64 Mental Health Mental Retardation of Tarrant County Professional Services Agreement Support Services for PACE+- Contract through September 30th, 2014-Attachment 65 Navajo Nation Division of Health Services Contract for PACE+ -Attachment 66 County of Orange NY Agreement for Vendor Services for PACE+ SOC-Attachment 67 Pete’s Fish and Chips Service Agreement-Attachment 68 B & G Equipment Service Agreement-Attachment 69 San Tan Behavioral Health Services Application Service Provider Agreement ContentDistributor PACE+ SaaS Subscription License-Attachment 70 N.E.W. Mental Health Connection (a.k.a. NEW MHC) Application Service Provider Agreement ContentDistributor PACE+/PACE+ System of Care SaaS Subscription License-Attachment 71 Ohio Department of Mental Health and Addiction Service PACE+ SOC Attachment 77 (NEW CONTRACT) Joint Partnership Agreement-Proprietary information, not disclosed. Webzilla (data center hosting) lease month to month Orange County Addendum- Attachment 67a (NEW CONTRACT) The Art Station Agreement- Attachment 78 (NEW CONTRACT) Santa Fe Youth Services Agreement- Attachment 79 (NEW CONTRACT) The Parenting Center Agreement- Attachment 80 (NEW CONTRACT) None Seller will provide when closing date is finalized.

Contracts and Obligations. Debts, liabilities and other obligations may be incurred, and contracts and other instruments may be executed, on behalf of the Company for any Authorized Purpose by any Manager only if, when and as such action is authorized by the affirmative vote of a Majority of the Managers present at any meeting at which there is a quorum.