Contracts and Other Instruments Sample Clauses
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Contracts and Other Instruments. Section D of the Print Data Disclosure Letter contains a true and correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Print Data. Print Data has furnished to the Atlantic Shareholder (i) the certificate of incorporation (or other charter document) and by-laws of Print Data and all amendments thereto, as presently in effect, and (ii) the following: (A) true and correct copies of all material contracts, agreements, and instruments referred to in Section D of the Print Data Disclosure Letter; (B) true and correct copies of all material leases and licenses referred to in Section B or C of the Print Data Disclosure Letter hereto; and (C) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in Section B or C of the Print Data Disclosure Letter. To the best of Print Data's knowledge, neither Print Data nor (to the knowledge of Print Data) any other party to any such material contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of Print Data's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its respective terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Print Data nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. Print Data enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. Print Data is not party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction...
Contracts and Other Instruments. The board of directors may authorize any officer(s), agent(s) or employee(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, or of any division thereof, subject to applicable law. Such authority may be general or confined to specific instances.
Contracts and Other Instruments. (a) Exhibit G, titled List of Contracts, Agreements and Instruments and Arrangements, accurately and completely sets forth the information required to be contained therein with respect to Fix-Cor, identifying whether the matter disclosed therein relates to Fix-Cor or to Stockholder.
(1) The certificate of incorporation (or other charter document) and By-laws of Fix-Cor and all amendments thereto, as presently in effect, certified by the Secretary of the corporation, and
(b) The following, initialed by the chief executive officer of Fix-Cor:
(i) true and correct copies of all contracts, agreements, and instruments referred to in Exhibit G;
(ii) true and correct copies of all leases and licenses (if any); and
(iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit G.
(c) Neither Fix-Cor, nor to the knowledge of Fix-Cor or Stockholder, any other party to any of those contracts, agreements, instruments, leases, or licenses is now or expects in the future to be in violation of, or in default with respect to complying with, any material provision thereof, and each contract, agreement, instrument, lease, or license is in full force and constitutes the legal, valid, and binding obligation of the parties and is enforceable in accordance with its terms.
(d) Each supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither Fix-Cor, nor any other party to any arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of that arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any of those arrangements or understandings in any way.
(e) Fix-Cor enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Fix-Cor is not a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had, or to the knowledge of Fix-Cor or Stockholder may in the future have, a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Fix-Cor. Fix-Cor has not engaged nor is it engaging in, nor does it intend to engage in any transaction with any Stockholder, any director, office...
Contracts and Other Instruments. (a) The Customer Contracts delivered at Closing pursuant to 1.01(a)(5) are all of the Customer Contracts of the Engineering Division. Schedule 2.07(a) or the other schedules to this Agreement set forth a true and correct listing of all material contracts, other than Customer Contracts and contracts with subcontractors, to which any Seller is a party for the use or benefit of the Engineering Division, including material leases and licenses and all supply, distribution, agency, financing or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes of this 2.07(a) only, "material contract" means a contract, including Customer Contracts, which provides for the provision or purchase of goods or services in excess of $20,000 per annum or requires performance by Seller for a period of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default with respect to complying with, any material provision thereof, and to Sellers' knowledge, each such material contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except as disclosed on Schedule 2.07(a). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding.
(b) Except for situations disclosed on Schedule 2.07(b) and for the cost of correction of which an adequate reserve is or will be recorded on the Closing ED Balance Sheet as a liability: all services rendered and products supplied by the Engineering Division prior to the Effective Time have been in conformity with the scope of performance defined by the contract or arrangement, and to the reasonable satisfac...
Contracts and Other Instruments. Attached as Schedule E is a true and complete list of all material contracts, insurance policies agreements and instruments not referred to in Schedules I, J, K, M or ▇. ▇▇▇▇▇ has furnished to LGA:
(1) The Articles of Incorporation and Bylaws of ▇▇▇▇▇ and all amendments thereto, as presently in effect, certified by the Secretary of the corporation, and
(2) The following, initialed by the chief executive officer of ▇▇▇▇▇: (i) true and correct copies of all options, warrants, or other rights calling for the issuance of, any share of capital stock of ▇▇▇▇▇, or any security or other instruments convertible into or exchangeable for capital stock of ▇▇▇▇▇ set forth in Schedule I; (ii) true and correct copies of all leases and licenses referred to in Schedule J or K; (iii) true and correct copies of all contracts, insurance policies, agreements, and instruments referred to in Schedule L; and (iv) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings not described in Schedules J, K or L. Neither ▇▇▇▇▇ nor (to the knowledge of ▇▇▇▇▇) any other party to any of those contracts, agreements, instruments, leases, or licenses, is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material provision thereof, and each contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. Each supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither ▇▇▇▇▇, nor any other party to any arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. ▇▇▇▇▇ enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. ▇▇▇▇▇ is not a party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had, or (to the knowledge of ▇▇▇▇▇) may in the future have, a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future pros...
Contracts and Other Instruments. Universal Filtration has made available to A▇▇▇▇ through the financial statements or otherwise in writing, all contracts, agreements, leases, instruments, licenses, arrangements or understandings with respect to Universal Filtration, listed on its financial statements and otherwise. Universal Filtration is not a party nor is it bound by any contract, agreement, instrument, lease, license, arrangement, or understanding which may, in the future, have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities or future prospects of Universal Filtration.
Contracts and Other Instruments. (a) Schedule 2.8 hereto sets forth a list of all contracts, agreements, ------------ instruments and leases to which the Seller or Stockholder, on behalf or for the benefit of the Seller, are a party or by which they are bound, relating to the Business or to which any of the Purchased Assets are subject (collectively, together with any contracts, agreements, instruments and leases entered into by the Seller or Stockholder with respect to the Business between the date hereof and the Closing Date consistent with the terms of this Agreement, being herein called the "Contracts"). The Seller and Stockholder have provided Buyer with a --------- true and complete copy of each Contract.
(b) Each of the Contracts constitutes the valid and binding obligation of the Seller and/or Stockholder and, to the best of the Seller's and Stockholder's knowledge, the other party thereto, is in full force and effect. The Seller and/or Stockholder have performed and fulfilled all of their material obligations under each of such Contracts required to be performed as of the date hereof, are not in default or breach thereunder, and, to the knowledge of the Seller and Stockholder, no other party is in default or breach thereunder.
Contracts and Other Instruments. (a) Schedule 3.14 accurately and completely details all contracts, licenses, instruments, powers of attorney and agreements to which ROLINA is a party, directly or indirectly, including but not limited to, all license agreements (except license agreements granted as part of sales of the ErgoSentry and Surveyor products); supply agreements; manufacturer agreements; price protection agreements; distributorship agreements; OEM agreements; partnership agreements; dealership agreements; fiduciary agreements; agency agreements; marketing agreements; commission agreements (except for verbal revocable arrangements); sales license agreements; bank credit agreements; factoring agreements; loan agreements; indentures; promissory notes; guarantees; undertakings; other evidences of indebtedness; letters of credit; joint venture agreements; agreements of acquisition or merger or combination with any other company, corporation or business signed within the last three years; employment agreements; labor agreements; salesmen Commission agreements; independent contractor agreements; sales or purchase agreements for a term in excess of one year which have an aggregate sale or purchase price in excess of $5,000.00; contracts, agreements, arrangements, or understandings with SHAREHOLDER, any director, officer, or employee, any relatives or affiliate of ROLINA or of any such director, officer, or employee, or any other corporation or enterprise in which ROLINA, any such director, officer, or employee, or any such relative or affiliate then had or now has a 5% or greater equity or voting or other substantial interest; government contracts; franchise agreements; management agreements; advisory agreements; consulting agreements; advertising agreements; construction agreements; warehousing agreements; engineering agreements; design agreements; major utility agreements, any other agreements which are material to ROLINA; and any other agreements which involve the payment of in excess of $5,000 prior to the date it can be terminated without penalty or premium; (all of which contracts, licenses, instruments, powers of attorney and agreements are hereinafter referred to collectively as the "Contracts").
(b) To the best of SHAREHOLDER'S and ROLINA's knowledge, it is not nor does it expect to be in the future, in violation or breach of, or in default with respect to complying with, any material provision of any such Contract thereof, and each such Contract, is in full force and effect and...
Contracts and Other Instruments. Schedule 4.1(g) accurately and completely sets forth the information required to be contained therein regarding all contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to the Seller and each Subsidiary, identifying whether the matter disclosed therein relates to the Seller or to a Subsidiary named therein. The Seller has furnished to the Purchaser (i) the certificate of incorporation (or other charter or organizational document) and by-laws (or other governing document) of the Seller and each Subsidiary and all amendments thereto, as currently in effect, and (ii) the following: (a) true and correct copies of all contracts, agreements, and instruments referred to in Schedule 4.1(g); and (ii) true and correct copies of all leases and licenses referred to in Schedule 4.1(g). Neither the Seller, any Subsidiary, nor (to the Knowledge of the Seller) any other party to any such contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof; each such contract, agreement, instrument, lease, or license that is material to the business of the Seller is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its terms; and each such contract, agreement, instrument, lease or license that is not material to the business of the Seller is, to the Knowledge of the Seller, in full force and effect and is the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its terms. Each such financing or other arrangement or understanding is to the Knowledge of the Seller a valid and continuing arrangement or understanding; neither the Seller, any Subsidiary, nor any other party to any such arrangement or understanding has given notice of termination or to the Knowledge of the Seller taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. Each of the Seller and each of ...
Contracts and Other Instruments. Exhibit D accurately and completely sets forth the information required to be contained therein regarding contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Acquired Corporation, the Indian Subsidiary, and each Stockholder, identifying whether the matter disclosed therein relates to Acquired Corporation, to the Indian Subsidiary, or to a Stockholder named therein. Acquired Corporation has furnished to the Purchaser (a) the certificate of incorporation (or other charter document) and by-laws of Acquired Corporation and the Indian Subsidiary and all amendments thereto, as presently in effect; and (b) the following,
(i) true and correct copies of all contracts, agreements, and instruments referred to in Exhibit D;
(ii) true and correct copies of all leases and licenses referred to in Exhibit B or C; and
(iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Exhibit D. Except as disclosed in the Disclosure Letter, neither Acquired Corporation, the Indian Subsidiary, any Stockholder, nor (to the knowledge of Acquired Corporation, the Indian Subsidiary, or any Stockholder) any other party to any such contract, agreement, instrument, lease, or license is in violation or breach of, or in default with respect to complying with, any material term thereof, and each such contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors’ rights generally) is enforceable as to them in accordance with its terms. The Acquired Corporation enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. The Indian Subsidiary enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Except as disclosed in the Disclosure Letter, neither Acquired Corporation nor the Indian Subsidiary is party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or (to the knowledge of Acquired Corporation, the Indian Subsidiary, or any Stockholder) is reasonably foreseeable to have a material adverse effect on the financial condition, results of operations, business, properties, assets, lia...