Contracts Schedule Clause Samples
A Contracts Schedule is a section of an agreement that lists and details all contracts relevant to the main agreement. It typically includes information such as the parties involved, contract dates, subject matter, and key terms or obligations. For example, in a business sale, the Contracts Schedule might enumerate all ongoing supplier and customer contracts being transferred. Its core function is to provide clarity and transparency regarding which contracts are included, ensuring both parties have a shared understanding and reducing the risk of disputes over contract inclusion.
Contracts Schedule. Other than this Agreement or as described on the attached Schedule 6.10 - Contracts, Seller is not a party to any written or oral:
(i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, welfare or stock plan or arrangement which is not described on the attached Schedule 6.15 - Employee Benefits, or any contract with any labor union, or any severance agreement;
(ii) contract for the employment or engagement as an independent contractor of any Person on a full-time, part-time, consulting or other basis;
(iii) contract pursuant to which Seller has advanced or loaned funds, or agreed to advance or loan funds, to any other Person;
(iv) contract or indenture relating to any Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any of the Acquired Assets, other than with respect to Liens arising out of Indebtedness of less than $25,000;
(v) contract pursuant to which Seller is the lessee of, or holds or operates, any real or personal property owned by any other Person;
(vi) contract pursuant to which Seller is the lessor of, or permits any third party to hold or operate, any real or personal property owned by Seller or of which Seller is a lessee (provided that this subsection (vi) shall not apply to contracts pursuant to which Seller leases personal property to its customers);
(vii) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right of Seller);
(viii) contract or agreement with respect to services rendered or goods sold or leased to or from others, other than any customer purchase order accepted in the ordinary course of business and in accordance with Seller's past practice which both (1) does not require delivery after the date which is six months after to Closing Date and (2) does not involve a sale price by more than $25,000;
(ix) contract prohibiting it from freely engaging in any business anywhere in the world; or
(x) any other contract which is material to the Business or involves a consideration in excess of $25,000.
Contracts Schedule. 3.14 . . . . . . . . . Vendor Reductions Schedule 3.15 . . . . . . . . .
Contracts Schedule. 1.1(h) .....
Contracts Schedule. 2.12 of the Disclosure Memorandum sets forth a list of all In-process Contracts, all lease agreements and all Other Contracts that are material to the Business (including the Transferred Assets and the Assumed Liabilities). Seller has made available to Purchaser a correct and complete copy of each such In-Process Contract and Other Contract (as amended to date). With respect to each such In-Process Contract and Other Contract: (i) the In-Process Contract or Other Contract is legal, valid, binding, enforceable and in full force and effect except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting creditors’ rights generally and (b) the availability of equitable remedies that would be subject to the discretion of the court before which any proceedings therefore may be brought; (ii) subject to obtaining any applicable Required Consent, the In-Process Contract or Other Contract is assignable to and assumable by Purchaser at the Closing; (iii) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration under the In-Process Contract or Other Contract, provided that the representation in this clause (iii) is qualified to Seller’s Knowledge as to breaches or defaults of any parties to In-Process Contracts or Other Contracts other than Seller or events relating to any such third parties; and (iv) no party has repudiated in writing to Seller any provision of the In-Process Contract or Other Contract.
Contracts Schedule. 4.07 ...... Equipment not in Good Operating Condition Schedule 4.10 ...... Intellectual Property Schedule 4.11 ...... Litigation and Claims Schedule 4.12 ......
Contracts Schedule. 3.13....... Obsolete Inventory Schedule 3.14....... Customers and Vendors Schedule 3.15.......
Contracts Schedule. 2.1.12.1 Employee Benefit Plans Schedule 2.1.12.6 Multiemployer Plans Schedule 2.1.13 Taxes Schedule 2.1.14 Environmental Matters Schedule 2.1.23 Express Warranty Non-Compliance Schedule 2.2.2 Purchaser Consents and Approvals/Conflicts Schedule 3.5(f) Operation of the Business Schedule 6.1(d) Employee Listing Schedule 6.10(d) Purchase Price Allocation Schedule 7.11 Definition of Knowledge List of Exhibits
Contracts Schedule. 3.15....... Taxes Schedule 3.16A...... Employees Schedule 3.16B...... Benefit Plans Schedule 3.17....... Insurance Schedule 3.18....... Subsidiaries; Competing Interests Schedule 3.24....... Bank Accounts Schedule 4.4........ Litigation Schedule 6.2(d).....
Contracts Schedule. All of Seller's Retail Contracts (listing to be attached). All of Seller's Dealer Contracts (listing to be attached). All software licenses and agreements for use and maintenance of software and hardware (listing to be attached). Leases and other contracts which are necessary to the use and enjoyment of the Assets (listing to be attached).
Contracts Schedule. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a schedule setting forth all Contracts which, if existing at as of the date of this Agreement, would have been required to be set forth on Section 4.12(a) of the Disclosure Schedule.