Contracts and Other Agreements. (a) The Company 10-K and the Company 10-Qs disclose all contracts that constitute “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) which are required to be disclosed therein or listed as exhibits thereto, except as set forth in Section 2.14(a) of the Company Disclosure Schedule. All of such contracts, together with the Note Purchase Agreements dated as of February 25, 2000, August 4, 1999 and June 17, 1996 between the Company and the Purchasers named therein (collectively, the “Company Contracts”) are valid, subsisting, in full force and effect, binding upon the Company or the applicable Company Subsidiary, and, to the knowledge of the Company, binding upon the other parties thereto in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium or similar laws relating to creditors’ rights and general principles of equity. The Company and the Company Subsidiaries are not in material default under any of the Company Contracts, nor, to the knowledge of the Company, is any other party to any Company Contract in material default thereunder. True and complete copies of all of the Company Contracts have been provided or made available to Parent. (b) Other than those contracts disclosed in Section 2.14(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to any agreement (other than distributorship agreements, agreements with sales representatives or license agreements provided to Parent prior to the date of this Agreement) that limits or restricts the Company, any Company Subsidiary or any of their affiliates or successors in competing or engaging in any material line of business in any geographic area. (c) Except as set forth in Section 2.14(c) of the Company Disclosure Schedule or in the Company SEC Reports, to the knowledge of the Company, no executive officer or director of the Company has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than two percent (2%) of a class of securities of a publicly traded company) any material interest in any property or assets of the Company (except as a shareholder) or a Company Subsidiary, any competitor, customer, supplier or agent of the Company or a Company Subsidiary or any Person that is currently a party to any material contract or agreement with the Company or a Company Subsidiary.
Appears in 2 contracts
Sources: Merger Agreement (Precision Castparts Corp), Merger Agreement (SPS Technologies Inc)
Contracts and Other Agreements. (a) The Company 10-K and the Company 10-Qs disclose all contracts that constitute “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) which are required to be disclosed therein or listed as exhibits thereto, except as set forth in Section 2.14(a3.17(a) of the Company Sellers’ Disclosure Schedule. All Schedule lists all Purchased Contracts other than (i) Purchase Orders, (ii) Customer Orders and (iii) Purchased Contracts that involve the payment of such contracts, together with the Note Purchase Agreements dated as of February 25, 2000, August 4, 1999 and June 17, 1996 between the Company less than seventy-five thousand dollars ($75,000) per year and the Purchasers named therein parties to such Purchased Contracts (collectively, other than the “Company Contracts”Sellers) are valid, subsisting, not parties to Purchased Contracts involving payments of more than one hundred seventy-five thousand dollars ($175,000) per year in full force the aggregate and effect, binding upon the Company or the applicable Company Subsidiary, and, that are not otherwise material to the knowledge of the Company, binding upon the other parties thereto in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium or similar laws relating to creditors’ rights and general principles of equity. The Company and the Company Subsidiaries are not in material default under any of the Company Contracts, nor, to the knowledge of the Company, is any other party to any Company Contract in material default thereunder. True and complete copies of all of the Company Contracts have been provided or made available to ParentBusiness.
(b) Other than those contracts disclosed in Section 2.14(b3.17(b) of the Company Sellers’ Disclosure ScheduleSchedule attached as of the date hereof lists all Purchase Orders as of December 8, neither 2010, including the Company nor any Company Subsidiary payment terms, delivery dates, item identification, quantities and shipping terms and Section 3.17(b) of the Sellers’ Disclosure Schedule as updated in accordance with Section 5.18 hereof on the Closing Date shall list all Purchase Orders as of the close of business as of the date which is a party to any agreement four (other than distributorship agreements4) Business Days preceding the Closing Date, agreements with sales representatives or license agreements including the payment terms, delivery dates, item identification, quantities and shipping terms, provided such updated Section 3.17(b) shall be provided to Parent Purchaser two (2) Business Days prior to the date of this Agreement) that limits or restricts the Company, any Company Subsidiary or any of their affiliates or successors in competing or engaging in any material line of business in any geographic areaClosing Date.
(c) Section 3.17(c) of the Sellers’ Disclosure Schedule lists all Purchased Contracts that contain any provision or covenant that would, after giving effect to the transactions contemplated hereby and by the Transaction Documents, prohibit or limit the ability of Purchaser or any of its Affiliates to engage in any business activity or compete with any Person or prohibit or limit the ability of any Person to compete with Purchaser or any of its Affiliates.
(d) Except as set forth in Section 2.14(c3.17(d), each Purchased Contract is in full force and effect and constitutes a legal, valid and binding agreement, enforceable against any of the Sellers and, to the Sellers’ Knowledge, each other party thereto, in accordance with its terms. The Sellers are not, and to the Sellers’ Knowledge, no other party to any Purchased Contract is, in violation or breach of, or in default under, nor has there occurred an event or condition that with the passage of time or giving of notice (or both) could constitute a default under, or permit the termination of, any such Purchased Contract.
(e) Section 3.17(e) of the Company Sellers’ Disclosure Schedule lists all of the Collateral Agreements, the Financing Agreements, the Seller Factoring Agreements, the Rafaella Acquisition Agreements and the Seller Employment Agreements.
(f) Except as noted in Sections 3.17(a), 3.17(c) or in 3.17(e) of the Company SEC ReportsSellers’ Disclosure Schedule, the Sellers have delivered to Purchaser true and complete copies of each Contract listed on Sections 3.17(a), 3.17(c) and 3.17(e) of the Sellers’ Disclosure Schedule, together with all amendments and supplements thereto, to the knowledge of the Company, no executive officer or director of the Company has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than two percent (2%) of a class of securities of a publicly traded company) any material interest in any property or assets of the Company (except as a shareholder) or a Company Subsidiary, any competitor, customer, supplier or agent of the Company or a Company Subsidiary or any Person that is currently a party to any material contract or agreement extent not filed with the Company SEC; provided, that such Contracts filed with the SEC are publicly-available, unredacted, include facsimiles or a Company Subsidiaryconformed copies of all signatures thereto and include all exhibits, schedules, annexes and appendices thereto.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Rafaella Apparel Group,inc.), Asset Purchase Agreement (Perry Ellis International Inc)
Contracts and Other Agreements. Within five (a5) The Company 10-K days following ------------------------------ the Agreement Date, Seller shall deliver to Purchaser a true and the Company 10-Qs disclose all contracts that constitute “material contracts” (as such term is defined in Item 601(b)(10) complete copy of Regulation S-K promulgated by the SEC) which are required to be disclosed therein or listed as exhibits thereto, except as set forth in Section 2.14(a) of the Company Disclosure Schedule. All of such alt service contracts, together with maintenance contracts, improvement contracts, license agreements, agreements of any nature whatsoever affecting the Note Purchase Agreements dated as of February 25Property, 2000warranties, August 4soils reports, 1999 and June 17, 1996 between other contracts or documents affecting the Company and the Purchasers named therein Property or its operation that Seller has in its possession or control (collectively, the “Company "Contracts”"). Purchaser shall have the period of time from and after the Agreement Date until 5:00 p.m. (Pacific Time) are validon December 10, subsisting1997 to either approve of any such Contracts, or to notify Seller in full force and effectwriting, binding upon specifying any Contracts which Purchaser desires be terminated effective as of the Company or Closing (the applicable Company Subsidiary"Disapproved Contracts"). Seller shall have until three (3) business days after Seller's receipt of such notice from Purchaser, andif any, to the knowledge agree to lawfully terminate such Disapproved Contracts effective as of the CompanyClosing, binding upon the other parties thereto in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium or similar laws relating to creditors’ rights and general principles of equity. The Company and the Company Subsidiaries are not in material default under any such Disapproved Contracts being terminated effective as of the Company Closing. Those Contracts specifically approved by Purchaser (the "Approved Contracts") shall be assigned by Seller and Seller shall assign its right, title and interest under the Approved Contracts to Purchaser at the Closing pursuant to the Assignment and Assumption of Contracts, norWarranties and Permits in substantially the form attached hereto as Exhibit C, and made a part hereof. --------- Failure by Seller to agree to so terminate the knowledge Disapproved Contracts within the specified period shall be deemed to be a failure of the Companythis condition, is any other party to any Company Contract unless Purchaser withdraws its disapproval or rejection in material default thereunder. True and complete copies of all of the Company Contracts have been provided or made available to Parent.
(b) Other than those contracts disclosed in Section 2.14(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to any agreement (other than distributorship agreements, agreements with sales representatives or license agreements provided to Parent writing prior to the date of this Agreement) that limits or restricts the Company, any Company Subsidiary or any of their affiliates or successors in competing or engaging in any material line of business in any geographic area.
(c) Except as set forth in Section 2.14(c) expiration of the Company Disclosure Schedule or in the Company SEC Reports, to the knowledge of the Company, no executive officer or director of the Company has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than two percent (2%) of a class of securities of a publicly traded company) any material interest in any property or assets of the Company (except as a shareholder) or a Company Subsidiary, any competitor, customer, supplier or agent of the Company or a Company Subsidiary or any Person that is currently a party to any material contract or agreement with the Company or a Company SubsidiaryConditions Period.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Integrated Packaging Assembly Corp)
Contracts and Other Agreements. Except for the contracts ------------------------------ (whether written or oral), agreements and other arrangements listed in Schedule -------- 2.9 or Schedule 2.11, Seller is not a party to or otherwise bound by any of the --- ------------- following relating to the Business: (a) The Company 10-K distributor, supplier or vendor agreements, (b) customer contracts, including purchase orders, (c) contracts and other agreements with any labor union or association representing any employee relating to the Business, (d) contracts and other agreements with any Person to sell, distribute, advertise or otherwise market any of the products sold by Seller, (e) contracts and other agreements pursuant to which any Person is required to purchase or sell a stated portion of its requirements or output from or to another Person, (f) joint venture agreements, (g) contracts and other agreements which involve the payment or receipt of monies in the form of royalties; (h) contracts and other agreements with customers, distributors or suppliers for the rebating of charges or other similar arrangements, (i) contracts and other agreements relating to the acquisition by Seller of any operating business or the capital stock of any other Person, (j) material contracts and other material agreements not entered into in the ordinary course of business, (k) any financing agreement or other agreement or document evidencing outstanding loans or similar financial arrangements of the Seller, or (l) any other contract or other agreement pursuant to which annual payments in excess of $5,000 per contract or agreement has been or may hereafter be required by such contract or agreement to be made (items (a) through (l) above, including those listed on Schedule 2.11, are collectively referred to as "Contracts"). ------------- --------- There have been made available to Buyer and its representatives true and complete copies of all of the Contracts set forth on Schedule 2.11. Except as ------------- set forth on Schedule 2.11, all of such Contracts are valid and binding upon ------------- Seller and the Company 10-Qs disclose all contracts that constitute “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) which are required to be disclosed therein or listed as exhibits other parties thereto, except . Except as set forth in Section 2.14(a) of the Company Disclosure Schedule. All of such contractson Schedule 2.11, together with the Note Purchase Agreements dated as of February 25, 2000, August 4, 1999 and June 17, 1996 between the Company and the Purchasers named therein (collectively, the “Company Contracts”) are valid, subsisting, in full force and effect, binding upon the Company or the applicable Company Subsidiary, and, to the knowledge of the Company, binding upon the other parties thereto in accordance with their terms, subject to applicable bankruptcy, insolvency, moratorium or similar laws relating to creditors’ rights and general principles of equity. The Company and the Company Subsidiaries are ------------- Seller is not in default in any material default respect under any of the Company Contractssuch Contract, nor, to the knowledge of the CompanySeller or Owners, is are any other party parties to any Company Contract such Contracts in material default thereunder. True and complete copies of all of the Company Contracts have been provided in circumstances under which such default or made available to Parent.
(b) Other than those contracts disclosed in Section 2.14(b) of the Company Disclosure Scheduledefaults, neither the Company nor any Company Subsidiary is a party to any agreement (other than distributorship agreements, agreements with sales representatives or license agreements provided to Parent prior to the date of this Agreement) that limits or restricts the Company, any Company Subsidiary or any of their affiliates possible termination or successors in competing nonperformance under such Contracts, could have a material adverse effect on the Acquired Assets or engaging in any material line of business in any geographic area.
(c) Except as set forth in Section 2.14(c) of the Company Disclosure Schedule or in the Company SEC ReportsBusiness nor, to the knowledge of the CompanySeller or Owners, no executive officer does any condition exist that with notice or director passage of the Company has (whether directly time or indirectly through another entity in which such person has both would constitute a material interest, other than as the holder of less than two percent (2%) of a class of securities of a publicly traded company) any material interest in any property or assets of the Company (except as a shareholder) or a Company Subsidiary, any competitor, customer, supplier or agent of the Company or a Company Subsidiary or any Person that is currently a party to any material contract or agreement with the Company or a Company Subsidiarydefault thereunder.
Appears in 1 contract
Contracts and Other Agreements. (a) The Company 10-K and the Company 10-Qs disclose all contracts that constitute “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) which are required to be disclosed therein or listed as exhibits thereto, except as set forth in Section 2.14(a) 2.12 of the Company Seller Disclosure Schedule. All Schedule (indicating in each case which of such clauses (i) through (xv) is applicable) sets forth a list of all contracts, together with commitments and other agreements (whether written or oral) (x) to which Seller is a party or by which Seller, the Note Purchase Agreements dated as Business or any of February 25the assets and properties of Seller (including the Purchased Assets) are bound and (y) that require or could require payments to or by, 2000, August 4, 1999 and June 17, 1996 between the Company and the Purchasers named therein Seller in excess of $5,000 (collectively, the “Company Contracts”), including, without limitation, the following:
(i) any agreement with customers or other purchasers of goods or services from Seller;
(ii) any agreement in which Seller is the purchaser of goods or services;
(iii) any distributor, sales representative, or similar agreement;
(iv) any agreement (other than this Agreement) for the disposition of a material portion of the assets of Seller, other than for the sale of inventory in the ordinary course of business;
(v) any agreement that limits or restricts Seller or its successors from competing or engaging in any line of business, or in any geographic area or with any Person (irrespective of the threshold set forth above);
(vi) any lease, sublease or other agreement under which Seller is lessor or lessee of any real or personal property; and
(vii) any other agreements to which Seller is a party.
(b) Seller has delivered or made available to Buyer or its representatives true and complete copies of all Contracts (and all amendments or other modifications thereto). All of such Contracts are valid, subsisting, in full force and effect, effect and binding upon the Company or the applicable Company Subsidiary, against Seller and, to the knowledge of the CompanySeller, binding upon the other parties thereto in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or similar laws relating to creditors’ rights and general principles of equity. The Company and the Company Subsidiaries are not in material default under any of the Company Contracts, nor, to the knowledge of the Company, is any other party to any Company Contract in material default thereunder. True and complete copies of all of the Company Contracts have been provided or made available to Parent.
(b) Other than those contracts disclosed in Section 2.14(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to any agreement (other than distributorship agreements, agreements with sales representatives or license agreements provided to Parent prior to the date of this Agreement) that limits or restricts the Company, any Company Subsidiary or any of their affiliates or successors in competing or engaging in any material line of business in any geographic area.
(c) Except as set forth in Section 2.14(c2.12(b) of the Company Seller Disclosure Schedule Schedule, Seller has paid in full all amounts now due from it under all such Contracts, and has satisfied in full or in the Company SEC Reportsprovided for all of its Liabilities thereunder that are presently required to be satisfied or provided for. None of Seller or, to the knowledge Seller’s knowledge, any other party thereto, is in default of the Companyany of its obligations under any such Contract, no executive officer nor does any condition exist that with notice or director lapse of the Company has (whether directly time or indirectly through another entity in which such person has both would constitute a material interest, other than as the holder of less than two percent (2%) of a class of securities of a publicly traded company) any material interest in any property or assets of the Company (except as a shareholder) or a Company Subsidiary, any competitor, customer, supplier or agent of the Company or a Company Subsidiary or any Person that is currently a party to any material contract or agreement with the Company or a Company Subsidiarydefault by Seller thereunder.
Appears in 1 contract
Contracts and Other Agreements. SCHEDULE 4.11 lists all of the following written or oral contracts (the "Material Contracts") to which Seller or any Foreign Subsidiary is bound that relate to the Subject Business:
(a) The Company 10All contracts not in the ordinary course of business;
(b) Contracts with Seller or an affiliate thereof;
(c) Contacts pertaining to the borrowing of money;
(d) Contacts creating guarantees or powers of attorney;
(e) Contacts relating to employment (other than at-K and will) or consulting services;
(f) VAR, distributor, dealer, representative, agency or other distribution agreements;
(g) Development agreements;
(h) Joint venture, partnership or similar agreements or cooperative arrangements;
(i) Noncompetition, confidentiality, secrecy or similar agreements that impose obligations on the Company 10-Qs disclose all contracts Subject Business;
(j) Contracts involving payment or performance by either party thereto having an aggregate value of $25,000 or more;
(k) Licenses or royalty agreements (other than licenses to customers in the ordinary course of business);
(l) Contracts granting exclusive rights of any kind to any other party;
(m) Contracts that constitute “material contracts” cannot be canceled on thirty (as such term is defined in Item 601(b)(1030) days or less notice without payment or penalty;
(n) Contracts relating to the lease of Regulation S-K promulgated real property; or
(o) Contracts requiring performance by the SEC) which are required to be disclosed therein Seller or listed as exhibits thereto, except as set forth in Section 2.14(a) a Foreign Subsidiary outside of the Company Disclosure ScheduleUnited States. All Seller has delivered true and correct copies of each of the Material Contracts, and all amendments and modifications of such contractsContracts, together with the Note Purchase Agreements dated as of February 25, 2000, August 4, 1999 to Buyer (and June 17, 1996 between the Company true and the Purchasers named therein (collectively, the “Company Contracts”) are correct English translations thereof for any Material Contract written in a foreign language). Each Material Contract is valid, subsisting, binding and in full force and effect, binding upon the Company or the applicable Company Subsidiary, and, to the knowledge of the Company, binding upon the other parties thereto effect in accordance with their its terms. Except as set forth on SCHEDULE 4.11, subject to applicable bankruptcynone of Seller, insolvency, moratorium or similar laws relating to creditors’ rights and general principles of equity. The Company and the Company Subsidiaries are not in material default under any of the Company ContractsForeign Subsidiary, nor, to the knowledge best of the CompanySeller's knowledge, is any other party to a Material Contract is in breach or default under any Company Material Contract in material default thereunder(with or without the lapse of time, or the giving of notice, or both). True and complete copies of all Neither Seller nor any Foreign Subsidiary has relinquished any rights it has under any of the Company Contracts have been provided Material Contracts. Except in respect of Intellectual Property, any and all contracts, licenses, agreements and similar items held in the name of, or made available for the benefit of, Seller or any Foreign Subsidiary, and that are necessary to Parent.
(b) Other than those contracts disclosed in Section 2.14(b) the conduct of the Company Disclosure ScheduleSubject Business as currently conducted, neither the Company nor any Company Subsidiary is a party to any agreement (other than distributorship agreements, agreements with sales representatives or license agreements provided to Parent prior to the date of this Agreement) that limits or restricts the Company, any Company Subsidiary or any of their affiliates or successors are included in competing or engaging in any material line of business in any geographic areaSCHEDULE 4.11.
(c) Except as set forth in Section 2.14(c) of the Company Disclosure Schedule or in the Company SEC Reports, to the knowledge of the Company, no executive officer or director of the Company has (whether directly or indirectly through another entity in which such person has a material interest, other than as the holder of less than two percent (2%) of a class of securities of a publicly traded company) any material interest in any property or assets of the Company (except as a shareholder) or a Company Subsidiary, any competitor, customer, supplier or agent of the Company or a Company Subsidiary or any Person that is currently a party to any material contract or agreement with the Company or a Company Subsidiary.
Appears in 1 contract