Disclosed Contracts Sample Clauses

The "Disclosed Contracts" clause defines which contracts or agreements have been revealed or made known to the parties involved, typically as part of a transaction or due diligence process. In practice, this clause lists or references specific contracts that have been shared with the buyer or other relevant parties, ensuring that all material agreements are transparent and accounted for. Its core function is to prevent disputes over undisclosed obligations or liabilities by clearly identifying which contracts are acknowledged and considered in the transaction.
Disclosed Contracts. For each location where any Group Company maintains a flat-panel display (a "Display Unit") with respect to which the Group Company has the right to sell advertising time to third parties, the Group Company has entered into a Non-Disclosed Contract with the owner or manager of the building in which the Display Unit is located or with a third party who has secured the rights to such location from the owner or manager of the building where the Display Unit is located, securing the location of the Display Unit for such purposes except for the Non-Disclosed Contracts with such failure to secure such rights as shall not represent 10% or more of the amount of the payment obligations under the Relevant Category of Non-Disclosed Contracts.
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Disclosed Contracts. Complete and accurate copies of all the material Contracts have been disclosed, including any agreement or arrangement which: (A) is in the nature of a partnership, joint venture or consortium arrangement or agreement or any agreement for sharing commissions or other income; * - Confidential Treatment Requested. Omitted portions filed with the Securities and Exchange Commission. (B) is liable to be terminated by another party, or under which rights of any person are liable to arise or be affected as a result of any change in the control, management or shareholders of the Company; (C) is of a long-term nature (that is to say, unlikely to have been fully performed, in accordance with its terms, more than one year after the date on which it was entered into); (D) is of a loss-making nature (that is to say, now known to be likely to result in a loss on completion of performance or to result in a failure to achieve the budgeted profit margin); (E) limits or excludes the right of the Company to do business and/or to compete in any area or in any field or with any person; (F) is of an unusual or abnormal nature or entered into otherwise than on an arm’s-length basis or otherwise than in the ordinary and normal course of its trading; (G) cannot readily be fulfilled or performed by the Company in accordance with its terms without undue or unusual expenditure or effort; (H) involves payment by reference to fluctuations in the index of retail prices or any other index, or in the rate of exchange for any currency; (I) is incapable of termination in accordance with its terms by the Company on 60 days’ notice or less; (J) involves, or is likely to involve, an aggregate outstanding or potential expenditure by the Company of more than £50,000; (K) is an agreement to which the Vendor or any member of the Vendor’s Group is a party or in which the Vendor or any member of the Vendor’s Group (or any director of such company) (or any person connected with any of them) is interested or from which any such person takes benefit (directly or indirectly); (L) places the Company under any prospective or contingent liability in respect of any disposal by the Company of any of its assets; (M) is an agreement for which shareholder approval is or was required under the Companies A▇▇ ▇▇▇▇; (N) is having, or is likely to have, a material adverse effect on the financial or trading position of the Company; or (O) establishes any material agency, distributorship, marketing, purchasing, manufa...
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Disclosed Contracts. 16 DOJ................................................29 Eagle...............................................1
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Disclosed Contracts. Schedule 2.17 contains an accurate list as of the date of this Agreement of all the Contracts of the following types to which any of the Acquired Companies is a party or to which any of its assets or properties is subject (the “Disclosed Contracts”): (a) any collective bargaining agreement or similar agreement with a labor union or labor organization; (b) any Contract with any executive officer or director of any of the Acquired Companies; (c) any Contract that materially impairs the ability of any of the Acquired Companies to freely conduct their respective businesses; (d) any: (x) Contract (i) with a customer who generates at least $250,000 in gross revenue for the Acquired Companies, taken as a whole, in any calendar year, (ii) with a Fund or any Affiliated Person (as defined in Section 2(a)(3) of the Investment Company Act) of a Fund which generates at least $250,000 in gross revenue for the Acquired Companies, taken as a whole, in any calendar year or (iii) for the purchase of products or services by any of the Acquired Companies that involve payments by any of the Acquired Companies of at least $250,000 in any calendar year and (y) Contract to sell or otherwise dispose of any assets having a fair market value in excess of $250,000; (e) any license agreement pursuant to which any Acquired Company (x) has acquired the right to use Intellectual Property, other than software that is generally commercially available, or (y) has granted to any third party the right to use Intellectual Property owned by any Acquired Company; (f) any agreement, commitment or other Contract relating to Indebtedness of the Company or a Company Subsidiary in an amount in excess of $250,000; (g) any guarantee of any material obligation (other than a guarantee by the Company of a Company Subsidiary’s debts or a guarantee by a Company Subsidiary’s debts of another Company Subsidiary’s debts; (h) any partnership, joint venture or other similar agreement; and (i) any single Contract or purchase order providing for an expenditure by any of the Acquired Companies or their subsidiaries in excess of $250,000. The Company has made available to Purchaser a true and complete copy of each Disclosed Contract. Each Disclosed Contract is valid and binding on the applicable Acquired Company and, to the Knowledge of Parent, is valid and binding on the other parties thereto except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other s...
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Related to Disclosed Contracts

  • Assigned Contracts Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Such Credit Party shall notify Agent in writing, promptly after such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned Contracts. If an Event of Default then exists, Agent may, and at the direction of Required Lenders shall, directly enforce such right in its own or such Credit Party’s name and may enter into such settlements or other agreements with respect thereto as Agent shall determine. In any suit, proceeding or action brought by Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Credit Parities shall indemnify and hold Agent and Lenders harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Credit Parties shall be and remain enforceable only against the Credit Parties and shall not be enforceable against Agent or Lender. Notwithstanding any provision hereof to the contrary, the Credit Parties shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and Agent’s exercise of any of its rights with respect to the Collateral shall not release the Credit Parties from any of such duties and obligations. Neither Agent nor any Lender shall be obligated to perform or fulfill any of any Credit Party’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Assumed Contracts (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Material Contracts Except as expressly disclosed in Section 1(h) of the Perfection Certificate as of the Third Amendment Effective Date, no Loan Party is (a) a party to any contract which has had or could reasonably be expected to have a Material Adverse Effect or (b) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (x) any contract to which it is a party or by which any of its assets or properties is bound, which default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or result in liabilities in excess of $100,000 or (y) any Material Contract. Except for the contracts and other agreements listed in Section 1(h) of the Perfection Certificate, no Loan Party is party, as of the Fourth Amendment Effective Date, to any (i) employment agreements covering the management of any Loan Party, (ii) collective bargaining agreements or other labor agreements covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services to which any Loan Party is a party or by which it is bound, (iv) agreements regarding any Loan Party, its assets or operations or any investment therein to which any of its equity holders is a party, (v) patent licenses, trademark licenses, copyright licenses or other lease or license agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee, (vi) distribution, marketing or supply agreements to which any Loan Party is a party, (vii) customer agreements to which any Loan Party is a party (in each case with respect to any contract of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payments by or to any Loan Party of more than $2,500,000 in the aggregate in any Fiscal Year), (viii) partnership agreements to which any Loan Party is a partner, limited liability company agreements to which any Loan Party is a member or manager, or joint venture agreements to which any Loan Party is a party, (ix) real estate leases, or (x) any Service Contract (as defined in the Intercreditor Agreement) constituting a Material Contract under the Term Loan Agreement or (xi) any other contract to which any Loan Party is a party, in each case with respect to this clause (x) the breach, nonperformance or cancellation of which, could reasonably be expected to have a Material Adverse Effect; (each such contract and agreement, described in the preceding clauses (i) to (x), a “Material Contract”). The Material Contracts listed in the Perfection Certificate are in full force and effect and there are no events of defaults thereunder or any event which with notice or passage of time, or both, would constitute an event of default thereunder.

  • Undisclosed Liabilities The Company has no liabilities or obligations of any nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Company Financial Statements incurred in the ordinary course of business or such liabilities or obligations disclosed in Schedule 2.01(g).