Common use of Contracts, etc Clause in Contracts

Contracts, etc. ‌ (a) Except for this Agreement or contracts, agreements, leases and commitments entered into in the ordinary course of business or which have been filed as, ▇▇▇ is not a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $50,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $50,000 per annum, excluding those which may be terminated without penalty on 90 days' notice or less; (vi) which contemplates payment on or as a result of a change of control of ▇▇▇ (whether on termination of such agreement, on occurrence of any other event or circumstances, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any person not dealing at arm's length with ▇▇▇; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other person or relating to commitments to purchase the assets of any other person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity, other than this Agreement; (xii) relating to the acquisition, disposition or lease of any business operations or real property; (xiii) limiting or restraining ▇▇▇ from engaging in any activities or competing with any person; (xiv) which involves the use of a derivative, including any forward contracts or options; or (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any person. (b) ▇▇▇ and, to the knowledge of ▇▇▇, each of the other parties thereto, is in compliance with all covenants under any Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on ▇▇▇.

Appears in 2 contracts

Sources: Amalgamation Agreement, Amalgamation Agreement

Contracts, etc. (a) Except for this Agreement or contracts, agreements, leases and commitments entered into as described in the ordinary course of business or which have been filed asTartisan Public Documents, ▇▇▇ Tartisan is not a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $50,000 10,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon on severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $50,000 10,000 per annum, excluding those which may be terminated without penalty on 90 days' three months’ notice or less; (vi) which contemplates payment on or as a result of a change of control of ▇▇▇ Tartisan (whether on termination of such agreement, on occurrence of any other event or circumstancescircumstance, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any person not dealing at arm's ’s length with ▇▇▇Tartisan; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, existence or creation or purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other person or relating to commitments to purchase the assets of any other person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity, other than this Agreement; (xii) relating to the acquisition, acquisition or disposition or lease of any business operations or real property; (xiii) limiting or restraining ▇▇▇ Tartisan from engaging in any activities or competing with any personPerson; (xiv) which involves the use of a derivative, including any forward contracts or options; or; (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any personPerson; or (xvi) which is otherwise material to Tartisan. (b) ▇▇▇ Tartisan and, to the knowledge of ▇▇▇Tartisan, each of the other parties thereto, to any Contract to which Tartisan is a party is in compliance in all material respects with all covenants under any Contract, each such Contract and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on ▇▇▇under any Contract.

Appears in 2 contracts

Sources: Arrangement Agreement, Arrangement Agreement

Contracts, etc. (a) Except for this Agreement or contracts, agreements, leases and commitments entered into in the ordinary course of business or which have been filed as, ▇▇▇▇▇▇▇▇ is not a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $50,000 250,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $50,000 100,000 per annum, excluding those which may be terminated without penalty on 90 days' notice or less; (vi) which contemplates payment on or as a result of a change of control of ▇▇▇▇▇▇▇▇ (whether on termination of such agreement, on occurrence of any other event or circumstances, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any person not dealing at arm's ’s length with ▇▇▇▇▇▇▇▇; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other person or relating to commitments to purchase the assets of any other person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity, other than this Agreement; (xii) relating to the acquisition, disposition or lease of any business operations or real property; (xiii) limiting or restraining ▇▇▇▇▇▇▇▇ from engaging in any activities or competing with any person; (xiv) which involves the use of a derivative, including any forward contracts or options; or (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any person. (b) ▇▇▇▇▇▇▇▇ and, to the knowledge of ▇▇▇▇▇▇▇▇, each of the other parties thereto, is in compliance with all covenants under any Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on ▇▇▇▇▇▇▇▇.

Appears in 1 contract

Sources: Amalgamation Agreement

Contracts, etc. (a) Except for this Agreement or contractsas disclosed in Section 3.17 of the Bison Disclosure Letter as of the date hereof, agreements, leases and commitments entered into in the ordinary course of business or which have been filed as, ▇▇▇ Bison is not a party to or bound by any Contract:: WSLEGAL\070635\00045\17685888v14 (i) relating to capital expenditures or improvements in excess of $50,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon on severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $50,000 100,000 per annum, excluding those which may be terminated without penalty on 90 daysthree months' notice or less; (vi) which contemplates payment on or as a result of a change of control of ▇▇▇ Bison (whether on termination of such agreement, on occurrence of any other event or circumstancescircumstance, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any person not dealing at arm's length with ▇▇▇Bison; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, existence or creation or purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other person or relating to commitments to purchase the assets of any other person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity, other than this Agreement; (xii) relating to the acquisition, acquisition or disposition or lease of any business operations or real property; (xiii) limiting or restraining ▇▇▇ Bison from engaging in any activities or competing with any personPerson; (xiv) which involves the use of a derivative, including any forward contracts or options; or; (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any person.Person; or (xvi) which is otherwise material to Bison. WSLEGAL\070635\00045\17685888v14 (b) ▇▇▇ Bison and, to the knowledge of ▇▇▇Bison, each of the other parties thereto, to any Contract to which Bison is a party is in compliance in all material respects with all covenants under any Contract, each such Contract and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a default, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on ▇▇▇under any Contract.

Appears in 1 contract

Sources: Arrangement Agreement

Contracts, etc. (a) Except for this Agreement or contracts, agreements, leases and commitments entered into in the ordinary course of business or which have been filed asas Bridgeport Securities Documents, ▇▇▇ no Bridgeport Group Member is not a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $50,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees upon severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $50,000 per annum, excluding those which may be terminated without penalty on 90 days' notice or less; (vi) which contemplates payment on or as a result of a change of control of ▇▇▇ any Bridgeport Group Member (whether on termination of such agreement, on occurrence of any other event or circumstances, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any person not dealing at arm's ’s length with ▇▇▇Bridgeport or such Bridgeport Group Member; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence, creation, purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other person or relating to commitments to purchase the assets of any other person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity, other than this Agreement; (xii) relating to the acquisition, disposition or lease of any business operations or real property; (xiii) limiting or restraining ▇▇▇ any Bridgeport Group Member from engaging in any activities or competing with any person, except as disclosed in writing to Premier Gold; (xiv) which involves the use of a derivative, including any forward contracts or options; or (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any person. (b) ▇▇▇ Each Bridgeport Group Member and, to the knowledge of ▇▇▇Bridgeport, each of the other parties thereto, is in material compliance with all covenants under any each Contract, and no default has occurred which, with notice or lapse of time or both, would directly or indirectly constitute such a defaultdefault under any Contract, except for such non-compliance or default as has not had and will not have a Material Adverse Effect on ▇▇▇the Bridgeport Group.

Appears in 1 contract

Sources: Business Combination Agreement (Bridgeport Ventures Inc.)