Contracts and Transactions Clause Samples
Contracts and Transactions. (a) Validity of Contracts.
(i) No Group Member is in breach in any material respect of or has knowledge (actual or constructive) of the invalidity of or grounds for rescission, avoidance or repudiation of any Material Contract nor has any Group Member received written notice of any intention to terminate any such Material Contract.
(ii) No party with whom any Group Member has entered into any Material Contract is in default thereunder which default, individually or when aggregated with all other such defaults, would have a material adverse effect on the Company. Each Material Contract to which any Group Member is a party has been duly authorized, executed and delivered by such Group Member and by each other party thereto and constitutes the valid and binding obligation of such Group Member and, to the actual knowledge of the Company, of each other party thereto, enforceable against such Group Member and, to the actual knowledge of each of the Company, against each other party thereto in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity.
(iii) No Person that supplies any parts or any other materials necessary for the Group to conduct the Principal Business pursuant to a Material Contract with any Group Member has provided written notice to any Group Member terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Business. In addition, no Person that currently supplies parts or materials to the Group pursuant to a Material Contract has given written notice to any Group Member or, to the knowledge of any Group Member, has given notice (whether or not in writing) to any Group Member, alleging that any Group Member is in material breach of such contract, or terminating such contract or providing notice of non-renewal pursuant to any automatic renewal provision thereunder, or advising any Group Member that such Person intends to materially reduce its sales of parts or materials pursuant to such contract, or to otherwise alter its business relationship with the Group to the detriment of the Group which may reasonably be expected to materially affect or cause material disruptions in the conduct of the Principal Busines...
Contracts and Transactions. Except as set forth in Paragraph 5.16 of the Disclosure Letter:
(a) there are no Contracts, transactions or proposed transactions to which GolfWeb is a party or by which it or its properties or assets is bound; and
(b) there are no Contracts, transactions or proposed transactions to which GolfWeb is a party or by which it or its properties or assets is bound involving any of GolfWeb's directors, officers, shareholders or other Affiliates or Associates of GolfWeb or any entity in which any such director, officer, shareholder or other Affiliate or Associate, or their respective Affiliates or Associates, has a direct or indirect interest.
(c) GolfWeb is not a party to and is not bound by or subject to any Contract, or subject to any restriction under its Articles of Incorporation or Bylaws, that limits or restricts GolfWeb from engaging in any business in any jurisdiction or adversely affects its ability to carry on its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(d) Other than negotiations to acquire another golf web site, which negotiations have been disclosed to SporstLine prior to the date hereof, have been terminated and did not result in any binding commitments or Contract on the part of GolfWeb, GolfWeb has not engaged in the last three (3) months in any discussion with any Person regarding the consolidation or merger of GolfWeb with or into any Person, the sale, conveyance or disposition of all or substantially all of the assets of GolfWeb or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of GolfWeb would be disposed of, or any other form of acquisition, liquidation, dissolution or winding up of GolfWeb. True and complete copies of all Contracts set forth in Paragraph 5.16 of the Disclosure Letter, including all amendments thereto, and a true and accurate description of all transactions and proposed transactions set forth in Paragraph 5.16 of the Disclosure Letter, have been provided to SportsLine prior to the date hereof. The Contracts set forth in Paragraph 5.16 of the Disclosure Letter are valid and enforceable in accordance with their respective terms with respect to GolfWeb and valid and, to the best of GolfWeb's knowledge, enforceable in accordance with their respective terms with respect to any other party to any such Contract, in each subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceabilit...
Contracts and Transactions. (a) Abnormal Agreements. At the date of signing the Agreement, the Company and the Target Company have no outstanding agreements as follows:
(i) any agreement not entered into for general and normal business and involving the Company’s and the Target Company’s expenses or revenues in excess of RMB five hundred thousand (RMB 500,000);
(ii) any agreement with the Company’s and the Target Company’s Affiliates that involves cumulative expenditure or income in excess of RMB three hundred thousand (RMB 300,000) in a single transaction or within any consecutive 12 months;
(iii) any agreement concluded and signed with any of the Company’s and the Target Company’s directors or officers involving payment or other consideration to such director or officer in excess of RMB five hundred thousand (RMB 500,000) in any given year (other than labor contract, employment agreements and appointment documents signed with the officers or directors);
(iv) any joint venture, partnership or similar agreement with any other person involving sharing of profits, losses, costs or liabilities other than in the ordinary course of business;
(v) any agreement prohibiting or restricting the Company and the Target Company from (a) participating in any service of whatever form related to the Main Business; (b) competing with any person; or (c) entering into or extending the nature or geographical scope of their business anywhere in the world;
(vi) any agreement to acquire or dispose of the business or Assets of the Company and the Target Company after the date of signing the Agreement in excess of RMB five hundred thousand (RMB 500,000), other than in the ordinary course of business;
(vii) any agreement involving the provision to any person of the right of first refusal to purchase Assets or property of the Company and the Target Company in excess of RMB five hundred thousand (RMB 500,000); or
(viii) agreements, understandings, documents, Contracts, proposed transactions, judgments, or orders which materially affect the financial or business position of the Company and the Target Company in any material aspect outside the ordinary course of business (”the Material Contracts“).
Contracts and Transactions. Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.
Contracts and Transactions. The multitoken model
Contracts and Transactions. No Other Contract or Transaction. Except for the Transaction Documents and the transactions contemplated thereunder and matters in respect of maintenance of the Issuer’s corporate existence and good standing, the Issuer has not entered into any Contract or any transaction.
Contracts and Transactions. Notwithstanding anything to the contrary set forth in Section 5.1 of the Purchase Agreement, from the date of the Purchase Agreement through the Closing Date, the Purchase Agreement shall not prohibit the Company, or the Sellers, acting on behalf of the Company, from amending, altering or modifying any contract or transaction to which the Company is or was a party, from entering into any contract or transaction, or from disposing of any Company asset, all without the prior written consent of the Buyer, PROVIDED that such actions do not have a material adverse effect on the Company.
Contracts and Transactions. (1) The Investor has been provided with copies of all material contracts signed by or binding upon the Project Company. All the material contracts are valid and enforceable. The Project Company has duly performed and complied with such material contracts, and there are no causes for termination of such material contracts. None of the parties to each Material Contract has breached such Material Contract or expressed an intention to terminate such Material Contract prior to the expiration of the term of such Contract.
(2) The performance of this Transaction, changes in the equity interests, directors, supervisors or senior officers of the Target Company will not result in the termination of the Material Contracts of the Project Company or materially and adversely affect the rights of the Project Company or result in that the key customers or suppliers of the Project Company will not continue to be the same customers or suppliers to the same extent and nature prior to this Transaction.
(3) Unless otherwise disclosed in the Disclosure Letter, none of the affiliates of the Project Company holds any equity interest in any person with which the Project Company has a business relationship. The existing connected transactions: (i) are necessary and genuine commercial intention, (ii) do not prejudice the legitimate rights and interests of the Project Company, (iii) are fairly priced, and (iv) comply with applicable Laws and Regulations. Except for the Project Company, the Guarantors hold no other entity, whose business competes with or is similar to that of the Project Company.
(4) Within the twelve (12) months prior to the date of this Agreement, no customer or supplier of the Project Company which may have material impact on the revenue or costs, where the case may be, of the Project Company has fully or partially stopped or expressed the intention to fully or partially stop trading with the Project Company, and to the Knowledge of the Guarantors, such customers or suppliers have no possibility to stop trading with the Project Company (whether due to the Proposed Transaction, the performance of any other terms of this Agreement or any other reason), except for termination due to expiry of contracts or the termination of transactions due to reasons of the customers’ own business and operation.
Contracts and Transactions. Schedule 6 attached hereto lists each material contract, agreement, license, permit, arrangement, commitment, instrument or contract to which Priveco or any of its subsidiaries is a party (each, a “Contract”). Each Contract is in full force and effect, and there exists no material breach or violation of or default by Priveco or any of its subsidiaries under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Priveco or any of its subsidiaries. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.
Contracts and Transactions. Except as set forth in Paragraph 5.14 of the Disclosure Letter: (a) there are no Contracts or proposed Contracts involving amounts in excess of $5,000 to which DWWC is a party or by which it or its properties or assets is subject or bound; (b) there are no Contracts, transactions or proposed transactions to which DWWC is a party or by which it or its properties or assets is subject or bound involving any of DWWC's directors, officers, shareholders or other Affiliates or Associates of DWWC or any entity in which any such director, officer, shareholder or other Affiliate or Associate, or their respective Affiliates or Associates, has a direct or indirect interest; (c) other than the any existing contracts with SportsLine, DWWC is not a party to and is not bound by or subject to any Contract, or subject to any restriction under its Certificate of Incorporation or Bylaws, that limits or restricts DWWC from engaging in any business in any jurisdiction or adversely affects its ability to carry on its business as now conducted or as proposed to be conducted, its properties or its financial condition; and