Common use of Contracts and Other Instruments Clause in Contracts

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 prospects of ▇▇▇▇▇. ▇▇▇▇▇ within the last five (5) years has not engaged in, is not engaging in, and does not intend to engage in any transaction with, and has not had within the last five (5) years, does not now have, and doe not intend to have any contract, agreement, lease, license, arrangement, or understanding with, any Shareholder, any director, officer, or employee of ▇▇▇▇▇ (except for employment agreements listed in Schedule L and employment and compensation arrangements described in Schedule M, in each case with directors, officers, and employees who are not relatives or affiliates described in the next clause), any relative or affiliate of any Shareholder or of any director, officer, or employee, or any other corporation or enterprise in which any Shareholder, any director, officer, or employee, or any relative or affiliate then had or now has a five (5%) percent or greater equity or voting or other substantial interest, other than contracts and agreements listed and so specified in Schedule M. The stock ledgers and stock transfer books and the minute book records of ▇▇▇▇▇ relating to all issuances and transfers of shares by ▇▇▇▇▇ and all proceedings of the shareholders and the Board of Directors and committees thereof of ▇▇▇▇▇ since its incorporation made available to LGA's counsel are the original stock ledgers and stock transfer books and minute book records of ▇▇▇▇▇ or exact copies thereof. ▇▇▇▇▇ is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws.

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 IB, JC, KD, M F or ▇. G. LGA has furnished to ▇▇▇▇▇ has furnished to LGA▇: (1) The Articles of Incorporation and Bylaws of ▇▇▇▇▇ LGA 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 ▇▇▇▇▇LGA: (i) true and correct copies of all options, warrants, or other rights calling for the issuance of, any share of capital stock of ▇▇▇▇▇LGA, or any security or other instruments convertible into or exchangeable for capital stock of ▇▇▇▇▇ LGA set forth in Schedule IB; (ii) true and correct copies of all leases and licenses referred to in Schedule J C or KD; (iii) true and correct copies of all contracts, insurance policies, agreements, and instruments referred to in Schedule LE; and (iv) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings not described in Schedules JC, K D or L. E. Neither ▇▇▇▇▇ LGA nor (to the knowledge of ▇▇▇▇▇LGA) 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 ▇▇▇▇▇LGA, 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. ▇▇▇▇▇ LGA enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. ▇▇▇▇▇ LGA 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 ▇▇▇▇▇LGA) may in the future have, a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of ▇▇▇▇▇LGA. ▇▇▇▇▇ LGA within the last five (5) years has not engaged in, is not engaging in, and does not intend to engage in any transaction with, and has not had within the last five (5) years, does is not now havehaving, and doe does not intend to have any contract, agreement, lease, license, arrangement, or understanding with, any Shareholder, any director, officer, or employee of ▇▇▇▇▇ LGA (except for employment agreements listed in Schedule L E and employment and compensation arrangements described in Schedule MF, in each case with directors, officers, and employees who are not relatives or affiliates described in the next clause), any relative or affiliate of any Shareholder or of any director, officer, or employee, or any other corporation or enterprise in which any Shareholder, any director, officer, or employee, or any relative or affiliate then had or now has a five (5%) percent or greater equity or voting or other substantial interest, other than contracts and agreements listed and so specified in Schedule M. E. The stock ledgers and stock transfer books and the minute book records of ▇▇▇▇▇ LGA relating to all issuances and transfers of shares by ▇▇▇▇▇ LGA and all proceedings of the shareholders Shareholders and the Board of Directors and committees thereof of ▇▇▇▇▇ LGA since its incorporation made available to LGA's ▇▇▇▇▇'▇ counsel are the original stock ledgers and stock transfer books and minute book records of ▇▇▇▇▇ LGA or exact copies thereof. ▇▇▇▇▇ LGA is not in violation or breach of, or in default with respect to, any term of its certificate of incorporation or by-laws.