Contracts; No Defaults. (a) Section 3.15(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”): (i) each Applicable Contract that involves performance of services or delivery of goods or materials by or to the Company, or that was not entered into in the Ordinary Course of Business, of an amount or value in excess of $20,000; (ii) each Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year); (iii) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (iv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (v) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vi) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person; (vii) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (viii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
Appears in 3 contracts
Sources: Stock Purchase Agreement (Vemics, Inc.), Stock Purchase Agreement (Vemics, Inc.), Stock Purchase Agreement (Vemics, Inc.)
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $ ;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, one or more Acquired Companies of an amount or value in excess of $ ;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount one or value more Acquired Companies in excess of $20,000$ ;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 $ and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employeesemplo yees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $ ;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) [to the Knowledge of Sellers and the Acquired Companies,] no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to
(A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) each Acquired Company is, and at all times since , 19 has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since , 19 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) no Acquired Company has given to or received from any other Person, at any time since , 19 , any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and [, to the Knowledge of Sellers and the Acquired Companies,] no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement
Contracts; No Defaults. (a) Section 3.15(aSchedule 4.16(a) of the Sellers’ Disclosure Schedule Memorandum contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, list of (each, a “Company Material Contract”):those items concerning the VitaCBD Brand:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by or to the Company, or that was not entered into in the Ordinary Course of Business, Seller of an amount or value in excess of $20,0001,000 or that otherwise involves expenditures or receipts of Seller in excess of $1,000;
(ii) each lease, rental, or occupancy agreement, license, installment, and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 1,000 and with terms of less than one year);
(iii) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(iv) each collective bargaining agreement and other Applicable Applica-ble Contract to or with any labor union or other employee representative repre-sentative of a group of employees;
(v) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Seller with any other Person;
(vi) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company Seller or any affiliate of Seller or limit the freedom of the Company Seller or any Affiliate of Seller to engage in any line of business or to compete with any Person;
(vii) each Applicable Contract entered into providing for payments to or by any Person based on sales, purchases, or profits, other than in the Ordinary Course of Business that contains direct payments for goods or provides for an express undertaking by the Company to be responsible for consequential damagesservices;
(viii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company Seller other than in the Ordinary Course of BusinessBusi-ness; and
(ix) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 4.16(a) of the Disclosure Memorandum sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts and the amount of the remaining commitment of Seller under the Contracts.
(b) Except as set forth in Schedule 4.16(b) of the Disclosure Memorandum, to the Knowledge of Seller, no officer, director, agent, employee, consultant, or contractor of Seller is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of Seller, or (B) assign to Seller or to any other Person any rights to any invention, improvement, or discovery.
(c) Each Contract identified or required to be identified in Schedule 4.16(a) of the Disclosure Memorandum (“Material Contracts”) is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Schedule 4.16(d) of the Disclosure Memorandum:
(i) Seller is in full compliance with all applicable terms and requirements of each Material Contract under which it has or had any obligation or liability or by which it or any of the Assets are or were bound;
(ii) each other Person that has or had any obligation or liabil-ity under any Material Contract under which Seller has or had any rights is, and at all times since December 30, 2010 has been, in full compliance with all applicable terms and requirements of such Material Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract; and
(e) Material Contracts relating to the sale, design, manufacture, or provision of products or services by Seller have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. None of such Material Contracts is likely to result in a material loss to Seller upon completion of performance.
Appears in 2 contracts
Sources: Asset Purchase Agreement (mCig, Inc.), Asset Purchase Agreement (Stony Hill Corp.)
Contracts; No Defaults. (a) Section 3.15(aa. Part 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have Seller has delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, one or more Acquired Companies of an amount or value in excess of $10,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount one or value more Acquired Companies in excess of $20,00010,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located.
b. Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) to the Knowledge of Seller and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
c. Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
d. Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) each Acquired Company is, and at all times since formation has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since formation has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) no Acquired Company has given to or received from any other Person, at any time since formation, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
e. There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and, to the Knowledge of Seller and the Acquired Companies, no such Person has made written demand for such renegotiation.
f. The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Genesis Solar Corp), Stock Purchase Agreement (Cogenco International Inc)
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, one or more Acquired Companies of an amount or value in excess of $10,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount one or value more Acquired Companies in excess of $20,00010,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 5,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
Appears in 2 contracts
Sources: Stock Purchase Agreement (American Resources & Development Co), Stock Purchase Agreement (American Resources & Development Co)
Contracts; No Defaults. (a) Section 3.15(aSCHEDULE 4.11 contains a listing of all Contracts described in (i) through (xv) below to which any of the Sellers’ Disclosure Schedule contains Acquired Companies is a party as of the date hereof. Such listing identifies, among other things, the parties to and the expiration date of the contracts. True, correct and complete and accurate listcopies of contracts (or a summary thereof, and Sellers if oral) referred to in clauses (i) through (xv) below have been delivered to or made available to Buyer true Purchaser and complete copies, of (each, a “Company Material Contract”):its agents and representatives.
(i) each Applicable Each Contract that which involves performance of services or delivery of goods or materials and/or materials, by or to any of the Company, or that was not entered into in the Ordinary Course of Business, Acquired Companies of an amount or value in excess of $20,00050,000;
(ii) each Applicable Each note, debenture, other evidence of indebtedness, guarantee, loan, letter of credit, surety-bond or financing agreement or instrument or other contract for money borrowed, including any agreement or commitment for future loans, credit or financing;
(iii) Each Contract not in the ordinary course of business;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year)constituting fixed assets;
(iiiv) each Each material licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure nondisclosure of Intellectual Property;
(vi) Each Contract to which any employee of any of the Intellectual Property AssetsAcquired Companies is bound which in any manner purports to (A) restrict such Person's freedom to engage in any line of business or to compete with any other Person, or (B) assign to any other Person its rights to any material invention, improvement, or discovery;
(ivvii) each Each employment agreement, collective bargaining agreement and or other Applicable Contract to or with any employee or any labor union or other employee representative of a group of employeesemployees relating to wages, hours, and other conditions of employment;
(vviii) each Each joint ventureventure Contract, partnershippartnership agreement, and limited liability company agreement or other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any of the Company Acquired Companies with any other Person;
(viix) each Applicable Each Contract containing covenants that which in any way purport to restrict any of the Acquired Companies' business activity of the Company or purport to limit the freedom of any of the Company Acquired Companies to engage in any line of business or to compete with any Person;
(viix) each Applicable Each Contract entered into providing for payments to or by any Person or entity based on sales, purchases or profits, other than in the Ordinary Course of Business that contains or provides direct payments for an express undertaking by the Company to be responsible for consequential damagesgoods;
(viiixi) each Each power of attorney granted by any of the Acquired Companies which is currently effective and outstanding;
(xii) Each Contract under which any of the Acquired Companies is obligated to incur capital expenditures after the date hereof in an aggregate amount in excess of Fifty Thousand Dollars ($50,000);
(xiii) Each written warranty, guaranty, and guaranty or other similar undertaking with respect to contractual performance extended by any of the Company Acquired Companies;
(xiv) Each amendment, supplement, and modification (whether written or oral) in respect of any of the foregoing.
(b) Except as set forth on SCHEDULE 4.11, all of the Contracts listed pursuant to paragraph (a) hereof (i) are in full force and effect, (ii) represent the legal, valid and binding obligations of each of the Acquired Companies and are enforceable against each of the Acquired Companies in accordance with their terms and (iii) represent the legal, valid and binding obligations of the other than parties thereto and are enforceable against such parties in accordance with their terms, except as may be limited by bankruptcy laws. No condition exists or event has occurred which, with notice or lapse of time or both, would constitute a default or a basis for force majeure or the Ordinary Course claim of Business; andexcusable delay or nonperformance under such Contracts.
(c) Except as set forth on SCHEDULE 4.11, there are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate, any material amounts paid or payable to any of the Acquired Companies under current or completed Contracts, with any Person having the contractual or statutory right to require such renegotiation. Neither Sellers, nor any of the Acquired Companies, has received any written demand for such renegotiation in respect of any such Contract. Except as set forth on SCHEDULE 4.11, no customer or government contracting officer has asserted that any material adjustments are required to the terms of any Contracts.
(d) Except as specifically noted on SCHEDULE 4.11, no consent of any party to any such Contract is required in connection with the Transactions.
(e) Except as set forth on SCHEDULE 4.11, to the knowledge of Sellers and the Company, neither Sellers, nor any of the Acquired Companies, has committed any act or omission which would result in, and there has been no occurrence which would give rise to, any material product liability or material liability for breach of warranty on the part of any of the Acquired Companies.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Usinternetworking Inc), Stock Purchase Agreement (Usinternetworking Inc)
Contracts; No Defaults. (a) Section 3.15(a) of the Sellers’ The Disclosure Schedule Letter contains a complete and accurate list, and Sellers have the Company has delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, or ;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value in excess of $20,000money by the Company;
(iiiv) each Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year)property;
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsProperty;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any affiliate of the Company or limit the freedom of the Company or any affiliate of the Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in the Disclosure Letter:
(i) Shareholders and Related Person of Shareholders do not have and may not acquire any rights under, and do not have and may not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and
(ii) to the Knowledge of the Company and Shareholders, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in the Disclosure Letter, each Contract identified or required to be identified in the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in the Disclosure Letter:
(i) the Company is, and at all times since its inception has been, in material compliance with all applicable terms and requirements of each Applicable Contract;
(ii) each other Person that has any Liability to the Company under any Applicable Contract is to the Knowledge of the Company and Shareholders in full compliance with the material terms and requirements of such Applicable Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) the Company has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract.
(e) Except as described in the Disclosure Letter, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid to or payable by the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
(g) Attached as an Appendix to the Disclosure Letter is a true, correct and complete list of any and all Contracts between the Company and any Shareholder, the Company and any Related Person, and the Company and any Related Person of any Shareholder.
(h) Except as described in the Disclosure Letter, no Person who is or has been a customer of the Company (whether or not such Person is party to a Contract with the Company) has indicated in writing that it intends to reduce or cease its business with the Company.
Appears in 1 contract
Contracts; No Defaults. (a) Section Schedule 3.15(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list, and Sellers have delivered or the Company has made available to Buyer Purchaser true and complete copies, of (each, each of the following to which the Company is a “Company Material Contract”):party:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company or otherwise in connection with the Business of an amount or value in excess of $100,000 other than purchase orders for the sale of goods or services in the Ordinary Course of Business.
(ii) each Applicable Contract that involves performance of services (other than by the Company’s employees) or delivery of goods or materials to the Company, Company or otherwise in connection with the Business of an amount or value in excess of $500,000 in any twelve-month period other than purchase orders for the purchase of goods or services in the Ordinary Course of Business;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, of an amount Business and that involves expenditures or value receipts in excess of $20,000100,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 100,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual propertyproperty (other than for generally available commercial software licensed on shrink-wrap, click-wrap or other standard terms), including agreements with current or former employeesemployees which are still in effect, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsAssets other than those agreements with employees entered into in the Ordinary Course of Business;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person, other than commercial contracts for the purchase or sale of goods or services entered into in the Ordinary Course of Business;
(viviii) each Applicable Contract containing covenants that in any material way purport to restrict the business activity of the Company or any Related Person of the Company or limit the freedom of the Company or any Related Person of the Company in any material way to engage in any of its line of business or to compete with any PersonPerson in its lines of business;
(viiix) each Applicable Contract entered into providing for payments to or by any Person based on sales, purchases or profits, other than in direct payments for goods;
(x) each power of attorney that is currently effective and outstanding for the Ordinary Course Company;
(xi) each Applicable Contract that involves performance of Business that contains services or provides for an express undertaking delivery of goods or materials by the Company to be responsible for consequential damagesa Governmental Body;
(viiixii) each note, debenture, guarantee, mortgage, letter of credit, loan agreement, or indenture relating to Indebtedness or any other Applicable Contract that imposes an Encumbrance (other than a Permitted Encumbrance) on the property or assets of the Company;
(xiii) each Applicable Contract for capital expenditures in excess of $100,000;
(xiv) each written warranty, guaranty, guaranty and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xv) each extension and any other material amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.15(a) sets forth sufficient details concerning such Contracts to identify the Contracts.
(b) No officer or employee of the Company is bound by any Contract with a third party that purports to limit the ability of such officer or employee to (A) engage in or continue any conduct, activity or practice relating to the business of the Company, or (B) assign to the Company any material rights to any invention, improvement or discovery made in the course of said officer’s or employee’s employment.
(c) Each Contract identified or required to be identified in Schedule 3.15(a) is in full force and effect and is valid and enforceable in accordance with its terms in all material respects.
(d) With respect to each Contract identified or required to be identified in Schedule 3.15(a), except as set forth in Schedule 3.15(d):
(i) the Company is in compliance in all material respects, with all applicable terms and requirements of each Applicable Contract under which the Company has any obligation or liability or by which the Company or any of the assets owned or used by the Company is bound;
(ii) to the Company’s Knowledge, each other Person that has any obligation or liability under any Applicable Contract is in compliance in all material respects with all applicable terms and requirements of such Contract;
(iii) to the Company’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) would reasonably be expected to contravene, conflict with or result in a material violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract; and
(iv) the Company has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged potential material violation or breach of, or default under, any Contract, which violation, breach or default has not been cured.
(e) There are no current renegotiations of any material amounts paid or payable to the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
Appears in 1 contract
Sources: Merger Agreement (Greatbatch, Inc.)
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $1,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, one or more Acquired Companies of an amount or value in excess of $1,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount one or value more Acquired Companies in excess of $20,0001,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 1,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $5,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) to the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) each Acquired Company is materially in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is materially in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) no Acquired Company has given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Acquired Companies, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(a3.17(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $3,000.
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, one or more Acquired Companies of an amount or value in excess of $3,000.
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount one or value more Acquired Companies in excess of $20,000;3,000.
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 1,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, service marks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsSubject Proprietary Rights;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $1,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except with respect to the Contemplated Transactions, or as otherwise set forth in Section 3.17(b) of the Disclosure Schedule:
(i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability under, any material Contract that relates to the business of, or any of the assets or properties owned or used by, any Acquired Company; and
(ii) to the Knowledge of Sellers and the Acquired Companies, no officer, director or employee of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director or employee to: (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company; or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Section 3.17(c) of the Disclosure Schedule, each Contract identified or required to be identified in Section 3.17(a) of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Section 3.17(d) of the Disclosure Schedule:
(i) each Acquired Company is, and at all times since January 1, 1999 has been, in full compliance with all material terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets or properties owned or used by such Acquired Company is or was bound;
(ii) to Sellers' Knowledge, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since January 1, 1999 has been, in compliance with all material terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or Breach of, or give any Acquired Company or, to Sellers' or the Acquired Companies' Knowledge, other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) no Acquired Company has given to or received from any other Person, at any time since January 1, 1999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or Breach of, or default under, any Contract.
(e) Except as set forth in Section 3.17(e) of the Disclosure Schedule, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Measurement Specialties Inc)
Contracts; No Defaults. (a) Section 3.15(aTo each Seller's Knowledge, part 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, Company of an amount or value in excess of $25,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value the Company in excess of $20,00010,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-non- disclosure of any of the Intellectual Property Assets, other than agreements providing for the use of software and similar property;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $25,000; and
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business.
(b) To each Seller's Knowledge, except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) no Seller (nor any Related Person of a Seller) has or may acquire any rights under, or has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) To each Seller's Knowledge, except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms except that enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and principles of equity regarding the availability of remedies.
(d) To each Seller's Knowledge, except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) the Company is, in full compliance with all applicable terms and requirements of each Contract under which it has any obligation or by which the Company or any of the assets owned or used by the Company is bound;
(ii) each other Person that has any obligation under any Contract under which the Company has any rights is, in full compliance in all material respects with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; and
(iv) The Company has not given to or received from any other Person, any notice or other communication (whether oral or written) regarding any actual, alleged, or potential violation or breach of, or default under, any Contract.
(e) Except as set forth in Part 3.17(e) of the Disclosure Letter, to each Seller's Knowledge, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person, and no such Person has made written demand for such renegotiation.
(f) To each Seller's Knowledge, the Contracts relating to the sale or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(aSchedule 3.17(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list, and Sellers have Seller has delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”other than the Transferred Contracts):
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by or to the Company, or that was not entered into Company in the Ordinary Course of Business, of an a remaining amount or value in excess of $20,0005,000;
(ii) each Applicable Contract that involves performance of services to the Company of a remaining amount or value in excess of $5,000;
(iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract to which the Company is a party affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year)property;
(iiiiv) each licensing agreement or other Applicable Contract to which the Company is a party with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvi) each joint venture, partnership, and other Applicable Contract to which the Company is a party (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(vivii) each Applicable Contract to which the Company is a party containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(viiviii) each Applicable Contract to which the Company is a party providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(ix) each power of attorney that is currently effective and outstanding;
(x) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viiixi) each Applicable Contract to which the Company is a party for capital expenditures in excess of $5,000;
(xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course ordinary course of Businessbusiness; and
(xiii) each amendment, supplement, and modification (whether oral or written) to which the Company is a party in respect of any of the foregoing. Schedule 3.17(a) sets forth reasonably complete details concerning such Applicable Contracts, including the Parties to the Applicable Contracts, the amount of the remaining commitment of the Company under the Applicable Contracts, and the Company's office where details relating to the Applicable Contracts are located.
(b) Except as set forth in Schedule 3.17(b), and except as required by applicable law and as contemplated by this Agreement and the Contemplated Transactions, neither Seller nor any affiliate of Seller other than the Company will have any remaining contractual rights under any Applicable Contract that relates to the business of, or any of the assets owned or used by, the Company; and
(c) Except as set forth in Schedule 3.17(c) , each Contract identified or required to be identified in Schedule 3.17(a) is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Schedule 3.17(d):
(i) the Company is in full compliance with all applicable terms and requirements of each Contract under which the Company has any obligation or liability or by which the Company or any of the assets owned or used by the Company is bound;
(ii) no event has occurred that (with or without notice or lapse of time) is reasonably likely to contravene, conflict with, or result in a violation or breach of, or give the Company or other party the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iii) the Company has not given to or received from any Person any notice or other communication (whether oral or written) regarding any actual, alleged, or potential violation or breach of, or default under, any Contract to which the Company is a party; except, in the case of each of clauses (i), (ii) and (iii), where the failure of such representation to be true would not be likely to result, individually or in the aggregate, in a Material Adverse Effect on the Company.
(e) There are presently no ongoing renegotiations of any material amounts paid or payable to the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, one or more Acquired Companies of an amount or value in excess of $25,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount one or value more Acquired Companies in excess of $20,0005,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 5,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts and the amount of the remaining commitment of the Acquired Companies under the Contracts.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) to the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) each Acquired Company is, and at all times since the first day of the last completed fiscal year of the Acquired Companies has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since the first day of the last completed fiscal year of the Acquired Companies has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) no Acquired Company has given to or received from any other Person, at any time since the first day of the last completed fiscal year of the Acquired Companies, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Acquired Companies, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, one or more Acquired Companies of an amount or value in excess of $25,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount one or value more Acquired Companies in excess of $20,00025,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) [to the Knowledge of Sellers and the Acquired Companies,] no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) each Acquired Company is, and at all times since January 1, 2000, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since January 1, 2000 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) no Acquired Company has given to or received from any other Person, at any time since December 31, 2005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, , no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase and Shareholders' Agreement (Sibling Entertainment Group, Inc.)
Contracts; No Defaults. (a) Section 3.15(aSchedule 3.17(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list, and Sellers have delivered or Seller has made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $10,000 which were not purchase orders received in the Ordinary Course of Business;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, Company of an amount or value in excess of $10,000 which were not purchase orders placed in the Ordinary Course of Business;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value the Company in excess of $20,00010,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsAssets that is used in and is material to the business of the Company;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods in excess of $10,000.00;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification whether oral or written in respect of any of the foregoing. Schedule 3.17(a) sets forth a schedule of such Contracts.
(b) To Seller's Knowledge, except as set forth in Schedule 3.17(b):
(i) Neither Seller nor any Related Person of Seller has or may acquire any rights under, and neither Seller nor any Related Person of Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and
(ii) to the Knowledge of Seller, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 3.17(c), to the Knowledge of Seller, each Contract identified or required to be identified in Schedule 3.17(a) is in full force and effect and is valid and enforceable in accordance with its terms except as may be limited by applicable bankruptcy, reorganization, insolvency or moratorium laws, or other laws affecting the enforcement of creditor's rights or by the principles governing the availability of equitable remedies.
(d) Except as set forth in Schedule 3.17(d) to the Knowledge of Seller:
(i) the Company is, and at all times has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract for amounts in excess of $10,000; and
(iv) the Company has not given to or received from any other Person at any time any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential material violation or breach of, or default under, any Contract.
(e) To the Knowledge of Seller, except as set forth on Schedule 3.17(e) there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Seller, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Notwithstanding the representations and warranties made in this Section 3.17, no error or omission shall be deemed a breach hereunder if such error or omission can be cured or remedied without substantial liability to Buyer.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(aSchedule 2.15(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, any Acquired Company of an amount or value in excess of $50,000;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value any Acquired Company in excess of $20,00050,000;
(iiiv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(iiiv) each Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employeesemployees relating to wages, hours, and other conditions of employment;
(vvii) each Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Each Applicable Contract containing covenants that in any way purport to restrict the any Acquired Company's business activity of the Company or limit the freedom of the any Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each written warranty, guaranty, and or and/or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 2.15(a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.15(b):
(i) Neither Seller has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.15(c):
(i) Each Contract identified or required to be identified in Schedule 2.15(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.15(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.15(d):
(i) Each Acquired Company is, and at all times since December 31, 1992 has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and, to the Knowledge of Sellers and the Acquired Companies, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Morton Industrial Group Inc)
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $15,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, Company of an amount or value in excess of $15,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value the Company in excess of $20,00015,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 15,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;contractors
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods and sales commission arrangements for employees;
(x) each power of attorney granted by the Company that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for future capital expenditures in excess of $15,000;
(xiii) each currently effective written warranty, guaranty, indemnity, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business;
(xiv) each Contract for indebtedness of the Company involving future aggregate payments of more than $15,000; and
(xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
23 (i) Sellers (and no Related Person of the Sellers) do not have or may acquire any rights under, and Sellers do not have or may become subject to, any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and
Appears in 1 contract
Contracts; No Defaults. (aSchedule 2.11(a) Section 3.15(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list, and Sellers have delivered or made available to Buyer Buyers true and complete copies, copies (except for the Vendor Agreements as set forth on Annex 2 of (each, a “Company Material Contract”):
the schedule attached hereto) of: (i) each Applicable Assumed Contract that involves the performance of services or delivery of goods or materials by or to SF Stores (with respect to the Company, Retail Store Business) and AFD (with respect to the Meat Processing Business) of an amount or value in excess of $25,000; 15 <PAGE> (ii) each Assumed Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of SF Stores (with respect to the Retail Store Business, of an amount or value ) and AFD (with respect to the Meat Processing Business) in excess of $20,000;
25,000; (iiiii) each Applicable lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Assumed Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property used in the operation of the Retail Store Business or the Meat Processing Business (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 25,000 and with terms of less than one year);
; (iiiiv) each licensing agreement or other Applicable Assumed Contract with respect to patents, trademarks, copyrights, or other intellectual propertyproperty that are used in the operation of the Retail Store Business or the Meat Processing Business, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
Rights; (ivv) each collective bargaining agreement and other Applicable Assumed Contract to or with any labor union or other employee representative of a group of employees;
(v) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(vi) each Applicable Contract containing covenants that in any way purport to restrict the business activity employees of the Company Retail Store Business or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(vii) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Meat Processing Business; and.
Appears in 1 contract
Sources: Asset Purchase Agreement
Contracts; No Defaults. (a) Section 3.15(aSchedule 2.17(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list, and Sellers have delivered or made available to Buyer (or will deliver to Buyer within ten (10) days of the date of this Agreement) true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $50,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, Company of an amount or value in excess of $50,000;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value the Company in excess of $20,00050,000;
(iiiv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 50,000 and with terms of less than one (1) year);
(iiiv) each Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employeesemployees relating to wages, hours, and other conditions of employment;
(vvii) each Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(viviii) each Each Applicable Contract containing covenants that in any way purport to restrict the Company's business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(viiix) each Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viiixii) each Each Applicable Contract for capital expenditures in excess of $50,000;
(xiii) Each written warranty, guaranty, and or and/or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 2.17(a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):
(i) Neither Seller has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and
(ii) To the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains, in the opinion of Sellers, any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Company operates.
(d) Except as set forth in Schedule 2.17(d):
(i) The Company is, and at all times since January 1, 1990 has been, in full compliance with all applicable terms and requirements of each Contract under which such Company has or had any obligation or liability or by which such Company or any of the assets owned or sued by such Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since January 1, 1990 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) The Company has not given to or received from any other Person, at any time since January 1, 1990, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company has been entered into in the Ordinary Course of Business and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Morton Industrial Group Inc)
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers Seller have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $10,000.00;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, Company of an amount or value in excess of $10,000.00;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value the Company in excess of $20,00010,000.00;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 10,000.00 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company, the Seller or any Affiliate of the Company or limit the freedom of the Company, the Seller or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $10,000.00;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) the Company is, and at all times since January 1, 1999 has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since January 1, 1999 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) the Company has not given to or received from any other Person, at any time since January 1, 1999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company has been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $50,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, Company of an amount or value in excess of $50,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value the Company in excess of $20,00050,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year25,000);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $50,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company' office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) the Company is, and at all times has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) no Acquired Company has given to or received from any other Person, at any time any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Home Products International Inc)
Contracts; No Defaults. (a) Section 3.15(a4.17(a) of the Sellers’ Disclosure Schedule contains a an accurate and complete and accurate list, and Sellers have the Company has delivered or made available to Buyer true accurate and complete copies, each of Company Contracts (eachincluding, a “Company Material Contract”without limitation, all oral and written amendments, modifications and supplements):
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by or to the Company, or that was not entered into in the Ordinary Course of Business, Company of an amount or value in excess of $20,000500.00;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $500.00;
(iii) affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year);
(iii) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(iv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(v) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company with any other Person;
(viv) each Applicable Contract containing covenants that in any way purport to restrict the Company’s business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(vi) providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods;
(vii) each Applicable Contract power of attorney of the Company that is currently effective and outstanding;
(viii) entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;; and
(viiiix) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and.
(b) Except as set forth in Section 4.17(b) of the Disclosure Schedule, Seller does not have any rights under, and Seller is not subject to any obligation or liability under, any Contract that relates to the business of the Company.
(c) Except as set forth in Section 4.17(c) of the Disclosure Schedule, each Contract identified or required to be identified in Section 4.17(a) of the Disclosure Schedule and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms, is assignable by the Company to Buyer without the consent of any other Person, and no Contract will upon completion or performance thereof have a material adverse affect on the business, assets or condition of the Company or the business to be conducted by Buyer.
(d) Except as set forth in Section 4.17(d) of the Disclosure Schedule:
(i) the Company is, and at all times since its formation, has been, in compliance with all applicable terms and requirements of each Company Contract;
(ii) except for the Outstanding A/R, each other Person that has or had any obligation or liability under any Company Contract is, and at all times since its formation, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Contract;
(iv) the Company has not given to or received from any other Person, at any time since its formation, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers Seller have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, one or more Acquired Companies of an amount or value in excess of $10,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount one or value more Acquired Companies in excess of $20,00010,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 5,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located.
Appears in 1 contract
Sources: Stock Exchange Agreement (American Resources & Development Co)
Contracts; No Defaults. (a) Section 3.15(aSchedule 4.16(a) of the Sellers’ Disclosure Schedule Memorandum contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, list of (each, a “Company Material Contract”):those items concerning the Pretty ▇▇▇▇▇ ▇▇▇:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by or to the Company, or that was not entered into in the Ordinary Course of Business, Seller of an amount or value in excess of $20,0001,000 or that otherwise involves expenditures or receipts of Seller in excess of $1,000;
(ii) each lease, rental, or occupancy agreement, license, installment, and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 1,000 and with terms of less than one year);
(iii) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(iv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(v) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Seller with any other Person;
(vi) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company Seller or any affiliate of Seller or limit the freedom of the Company Seller or any Affiliate of Seller to engage in any line of business or to compete with any Person;
(vii) each Applicable Contract entered into providing for payments to or by any Person based on sales, purchases, or profits, other than in the Ordinary Course of Business that contains direct payments for goods or provides for an express undertaking by the Company to be responsible for consequential damagesservices;
(viii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company Seller other than in the Ordinary Course of Business; and
(ix) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 4.16(a) of the Disclosure Memorandum sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts and the amount of the remaining commitment of Seller under the Contracts.
(b) Except as set forth in Schedule 4.16(b) of the Disclosure Memorandum, to the Knowledge of Seller, no officer, director, agent, employee, consultant, or contractor of Seller is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of Seller, or (B) assign to Seller or to any other Person any rights to any invention, improvement, or discovery.
(c) Each Contract identified or required to be identified in Schedule 4.16(a) of the Disclosure Memorandum (“Material Contracts”) is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Schedule 4.16(d) of the Disclosure Memorandum:
(i) Seller is in full compliance with all applicable terms and requirements of each Material Contract under which it has or had any obligation or liability or by which it or any of the Assets are or were bound;
(ii) each other Person that has or had any obligation or liability under any Material Contract under which Seller has or had any rights is, and at all times since December 30, 2010 has been, in full compliance with all applicable terms and requirements of such Material Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract; and
(e) Material Contracts relating to the sale, design, manufacture, or provision of products or services by Seller have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. None of such Material Contracts is likely to result in a material loss to Seller upon completion of performance.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers Seller have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, Company of an amount or value in excess of $100,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value the Company in excess of $20,000100,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 100,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $100,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company’s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) the Company is, and at all times since January 1, 2005, has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since January 1, 2005, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) the Company has not given to or received from any other Person, at any time since January 1, 2005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Seller and the Company, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, as of the date hereof, and Sellers have the Company has delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company or to the Company, or that was not entered into in the Ordinary Course any of Business, its Subsidiaries of an amount or value in excess of $20,00025,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company or any of its Subsidiaries of an amount or value in excess of $25,000;
(iii) each Contract that was not entered into in the ordinary course of business consistent with past practices and that involves expenditures or receipts of the Company or any of its Subsidiaries in excess of $10,000;
(iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real property or material personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year)property;
(iiiv) each licensing agreement or other Applicable Contract with respect required to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any be listed in Part 3.22(b) of the Intellectual Property AssetsDisclosure Letter;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its Subsidiaries with any other Person;
(viviii) each Applicable Contract (A) containing covenants that in any way purport to restrict the business activity of the Company or limit any of its Subsidiaries (other than non-disclosure agreements entered into in the ordinary course of business consistent with past practices or in connection with potential acquisitions by the Company), or (B) limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract entered into providing for payments to or by any Person based on sales, purchases, or profits, other than in the Ordinary Course of Business that contains or provides direct payments for an express undertaking by the Company to be responsible for consequential damagesgoods;
(viiix) each power of attorney that is currently effective and outstanding;
(xi) each Contract for capital expenditures in excess of $25,000;
(xii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company or any of its Subsidiaries other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; and
(xiii) each amendment, supplement, and modification in respect of any of the foregoing.
(b) To the Company’s Knowledge, no officer, director, agent, employee, consultant, or contractor of the Company or any of its Subsidiaries is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any employment or other activity for or on behalf of the Company or any of its Subsidiaries for which such person has specifically been employed or engaged, or (B) assign to the Company or any of its Subsidiaries any rights to any invention, improvement, or discovery made by such person in connection with such employment or other activity for or on behalf of the Company or any of its Subsidiaries.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms, in each case, as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter: (i) each of the Company and its Subsidiaries is in compliance in all material respects with all applicable terms and requirements of each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter; (ii) to the Knowledge of the Company, each other Person that has any obligation or liability under any Contract under which the Company or any of its Subsidiaries have any rights, is in compliance in all material respects with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company, any of its Subsidiaries or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; and (iv) neither the Company nor any of its Subsidiaries has given to or received from any other Person any written notice regarding any actual, alleged, possible, or potential material violation or material breach of, or material default under, any Contract.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $ ;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, one or more Acquired Companies of an amount or value in excess of $ ;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount one or value more Acquired Companies in excess of $20,000$ ;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 $ year); and with terms of less than one year);one
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $ ;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) [to the Knowledge of Sellers and the Acquired Companies,] no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) each Acquired Company is, and at all times since , 19 has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since , 19 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) no Acquired Company has given to or received from any other Person, at any time since , 19 , any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and [, to the Knowledge of Sellers and the Acquired Companies,] no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement
Contracts; No Defaults. (a) Section 3.15(a) of the Sellers’ Disclosure Schedule 3.8 contains a complete and accurate listlist of all outstanding contracts to which the Company is a party, or by which it is bound (including without limitation Payer Agreements), or contracts that are otherwise material to the Business (collectively “Contracts”), and Sellers have delivered or the Seller has made available to Buyer true and complete copiescopies (if in writing, otherwise, a written description of the terms), of (eachall such Contracts, a “Company Material Contract”):grouped into the following categories:
(i) each Applicable Contract that involves performance of services or delivery for sales of goods or materials services by or to the Company, or that was not entered into in the Ordinary Course of Business, of an amount or value in excess of $20,000;
(ii) each Applicable Payer Agreement;
(iii) each Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any leased real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year)property;
(iiiiv) each Contract pursuant to which Company has acquired any rights in or to any Company Intellectual Property from a third party and each in-license or other licensing agreement or other Applicable Contract with respect to patentsCompany Intellectual Property excluding shrink-wrap, trademarksclick-wrap, copyrights, click through or other intellectual propertysimilar licenses with respect to off-the-shelf or personal computer software, including without limitation agreements with current or former employees, consultants, or contractors regarding the appropriation appropriation, use or the non-disclosure of any of the Company Intellectual Property Assets;
(iv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employeesProperty;
(v) each Contract pursuant to which Company has licensed or transferred any rights in or to any Company Intellectual Property to a third party excluding non-exclusive licenses or sublicenses entered into with customers in the Ordinary Course of Business under terms substantially similar to the Company’s standard form agreement;
(vi) each Contract pursuant to which either Company has acquired any rights in or to any Company Intellectual Property from a third party;
(vii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Company, with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or to limit the freedom of any of the Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract entered into for capital expenditures;
(x) each broker, distributor, dealer, sales representative, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contract;
(xi) each Contract with any sourcing partner or other supplier to the Company;
(xii) each Contract with any Governmental Entity;
(xiii) each Contract between or among the Company and any Affiliates of the Company;
(xiv) each Contract (x) providing for employment of any Person, (y) providing for the payment of any salary, bonus or commission based on sales or earnings, or (z) providing for severance or salary continuation benefits;
(xv) each Contract providing for discounts or acceptance of returns not in the Ordinary Course of Business;
(xvi) each Contract that provides for indemnification of a third-party by Company other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damagesconsistent with past practice;
(viiixvii) each written warrantyContract for acquisitions or dispositions (by merger, guarantypurchase or sale of assets or stock or otherwise) of material assets, and or other similar undertaking with respect as to contractual performance extended by which the Company has continuing material obligations or material rights; and
(xviii) each other than Contract, whether or not made in the Ordinary Course of Business; , which is material to the Company or the conduct of the Business, or the absence of which would constitute a Material Adverse Effect.
(b) Each Material Contract listed on Schedule 3.8 is in full force and effect and constitutes a legal, valid and binding obligation of the Company and the other parties to such Contract, enforceable in accordance with its terms, and complete and correct copies of such Contracts have been made available to Buyer. Company is not in default in any material respect, nor has any event occurred that with the giving of notice or the passage of time or both would constitute a default in any material respect by Company which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any obligation under, any Material Contract and, to the Knowledge of the Company, no other party thereto is in default in any material respect, nor has any event occurred that with the giving of notice or the passage of time or both would constitute a default by any other party thereto or that would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by the Company under, or in any manner release any party thereto from any obligation under any such Contract. Each of the Material Contracts is in full force and effect, is valid and enforceable in accordance with its terms, and is not subject to any claims, charges, set-offs or defenses. No other Person party to any Material Contract has given written or, to Seller’s Knowledge, oral notice of such Person’s intent to terminate such Contract.
(c) Except as expressly set forth in any Contract, copies of which Seller has provided to Buyer prior hereto, no customer of the Company is entitled to or customarily receives discounts, allowances, profit margin guarantees, volume rebates or similar reductions in price or trade terms.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (G Medical Innovations Holdings Ltd.)
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have Seller has delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $25,000.00.
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, Company of an amount or value in excess of $25,000.00.
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value the Company in excess of $20,000;25,000.00.
(iiiv) each lease (other than the “Lease Agreement”), rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 25,000.00 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $25,000.00;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company's office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) Seller (and no Related Person of Seller) has not or will not acquire any rights under, and Seller has not or will not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by the Company; and
(ii) to the Knowledge of Seller and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) the Company is, and at all times since January 1, 2005, has been in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since January 1, 2005, has been in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) the Company has not given to or received from any other Person, at any time since January 1, 2005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Seller and the Company, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Contracts; No Defaults. (a) Section 3.15(a3.17(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list, and Sellers have delivered or Seller has made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by or to the Company, Business of an amount or value in excess of $10,000;
(ii) each Applicable Contract that was not entered into in the Ordinary Course of Business, of an amount or value in excess of $20,000;
(iiiii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one year)property;
(iiiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(iv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(v) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Business with any other Person;
(vi) each Applicable Contract containing covenants that in any way purport to restrict the its (or any of its Affiliates’) business activity of the Company or limit the its (or any of its Affiliates’) freedom of the Company to engage in any line of business or to compete with any Person;
(vii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(viii) each power of attorney that is currently effective and outstanding;
(ix) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Business to be responsible for consequential damages;
(viiix) each Applicable Contract for capital expenditures;
(xi) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company Business other than in the Ordinary Course of Business; and
(xii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) No officer, director, agent, employee, consultant, or contractor of the Business is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Business, or (B) assign to the Business or to any other Person any rights to any invention, improvement, or discovery.
(c) Each Contract identified or required to be identified in Section 3.17(a) of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms.
(d) (i) each of Seller and XCEL Japan is, and at all times since January 1, 2004 has been, in full compliance with all applicable terms and requirements of each Contract relating to the Business under which it has or had any obligation or liability or by which it or any of the assets owned or used by it is or was bound;
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(a3.14(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):list of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by or to the Company, Company of an amount or value that could exceed $100,000;
(ii) each Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount the Company that could exceed $100,000 or value in excess of $20,000that is otherwise material to the Company;
(iiiii) each Applicable lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 100,000 and with terms of less than one year);
(iii) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(iv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(v) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(vi) each Applicable Contract containing covenants that in any way purport to materially restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(v) each employment, consulting, noncompetition, separation, collective bargaining, union or labor Contract;
(vi) each Contract with or for the benefit of any Seller or Affiliate or, to the Sellers' knowledge, any immediate family member of an Affiliate;
(vii) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by under which the Company is obligated to be responsible indemnify, or entitled to indemnification from, any third party, excluding any agreement that requires indemnification solely for consequential damages;a breach of such agreement:
(viii) each written warrantyContract for capital expenditures in excess of $100,000; and
(ix) each amendment, guarantysupplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) With respect to the Contracts identified in Section 3.14(a) of the Disclosure Letter:
(i) each Contract is in full force and effect and is valid and enforceable in accordance with its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar undertaking with respect to contractual performance extended laws relating or affecting creditors' rights generally and by general equity principles;
(ii) the Company other than has delivered to Buyer a copy of each such Contract that is in writing and a written summary accurately describing the Ordinary Course material provisions of Businesseach such Contract that is not in writing;
(iii) the Company is in compliance with all material terms and requirements; and
(iv) the Company has not given to or received from any other Person any notice regarding any actual or alleged violation of any Contract.
(c) Section 3.14(c) of the Disclosure Letter includes a complete list of each customer of the Company that accounted for more than $1,000,000 in gross sales of the Company during the years ended December 31, 1996 and December 31, 1997 (the "MATERIAL CUSTOMERS") and indicating the amount of gross sales attributable to each Material Customer during such years. None of the Material Customers has notified the Company or either Seller of any intention to, or to Sellers' Knowledge otherwise threatened to, terminate or materially alter its relationship with the Company, and there has been no material dispute with a Material Customer since January 1, 1996.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Suiza Foods Corp)
Contracts; No Defaults. (a) Section 3.15(aPart 3.17(a) of the Sellers’ Disclosure Schedule Letter contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies of an amount or value in excess of $1,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, one or more Acquired Companies of an amount or value in excess of $1,000;
(iii) each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount one or value more Acquired Companies in excess of $20,0001,000;
(iiiv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 1,000 and with terms of less than one year);
(iiiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(vvii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) each power of attorney that is currently effective and outstanding;
(xi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Applicable Contract for capital expenditures in excess of $5,000;
(xiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) to the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) each Acquired Company is materially in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is materially in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) no Acquired Company has given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and , to the Knowledge of Sellers and the Acquired Companies, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(aSchedule 2.17(a) of the Sellers’ Disclosure Schedule contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of (each, a “Company Material Contract”):of:
(i) each Each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to the Company, any Acquired Company of an amount or value in excess of $50,000;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business, Business and that involves expenditures or receipts of an amount or value any Acquired Company in excess of $20,00050,000;
(iiiv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(iiiv) each Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(ivvi) each Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employeesemployees relating to wages, hours, and other conditions of employment;
(vvii) each Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(viviii) each Each Applicable Contract containing covenants that in any way purport to restrict the any Acquired Company's business activity of the Company or limit the freedom of the any Acquired Company to engage in any line of business or to compete with any Person;
(viiix) each Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(viiixii) each Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each written warranty, guaranty, and or and/or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Morton Industrial Group Inc)