Material Company Contracts Clause Samples

Material Company Contracts. As of the date of this Agreement, Section 3.17 to the Company Disclosure Schedule lists all contracts, notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, agreements, arrangements, commitments or other instruments or obligations that are legally binding (each, a “Contract”) to which the Company or any of its Subsidiaries is a party, have ongoing obligations or rights (other than obligations of confidentiality or nondisclosure or rights to enforce confidentiality or nondisclosure) and that fall within any of the following categories: (a) any Contract (or group of related Contracts) that by their terms require future payments by or to the Company or any of its Subsidiaries in excess of $50,000 in 2015 or in any subsequent calendar year, in each case to the extent the Contract is not terminable by the Company or its applicable Subsidiary without penalty on 90 days’ or shorter notice; (i) any Contract relating to the acquisition or disposition of any tangible assets (other than inventory or other materials acquired in the ordinary course of business consistent with past practice) pursuant to which the Company or any of its Subsidiaries has continuing or unsatisfied obligations, other than obligations of confidentiality, or (ii) any Contract under which the Company or any of its Subsidiaries has any continuing material indemnification or other obligations, other than any such Contracts (including, without limitation, clinical trial agreements, service agreements and research and development agreements with universities and other academic institutions) entered into in the ordinary course of business consistent with past practice; (c) (i) any Contract (A) relating to any loan or advance by the Company or any of its Subsidiaries to any person which is outstanding as of the date of this Agreement (other than immaterial advances to employees and consultants in the ordinary course of business consistent with past practices) or (B) obligating or committing the Company or any of its Subsidiaries to make any such loans or advances, and (ii) any currency, commodity or other hedging or swap contract; (i) any Contract creating or purporting to create any partnership or joint venture or any sharing of profits or losses, or (ii) any Contract that provides for “earn-outs” or other contingent payments (other than royalty payments) by or to the Company or any of its Subsidiaries; (e) any Contract under which any Governmental Authority has any material rights;...

Material Company Contracts. The Company has made available to the Acquiror Company, prior to the date of this Agreement, true, correct and complete copies of each written Material Company Contract, including each amendment, supplement and modification thereto. Each Material Company Contract is a valid and binding agreement of the Company that is party thereto, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally, and is in full force and effect.

Material Company Contracts. 5.21.1 The Company has made available to the Acquiror, prior to the date of this Agreement, true, correct and complete copies of each written Material Company Contract, including each amendment, supplement and modification relating thereto. Each Material Company Contract is a valid and binding agreement of the Acquired Company that is party thereto, and is in full force and effect. 5.21.2 Except as would not have a Material Adverse Effect, no Acquired Company is in breach or default of any Material Company Contract to which it is a party and, to the knowledge of the Company, no other party to any Material Company Contract is in breach or default thereof. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that (with or without notice or lapse of time), would (a) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Material Company Contract or (b) permit any Acquired Company or any 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 Company Contract. No Acquired Company has received notice of the pending or threatened cancellation, revocation or termination of any Material Company Contract to which it is a party. There are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material terms of any Material Company Contract.

Material Company Contracts. The Company has provided to Purchaser, prior to the date of this Agreement, true, correct and complete copies of each written Material Company Contract, including each amendment, supplement and modification thereto.

Material Company Contracts. Terminated, modified, failed to renew or extend the term of any Material Company Contract;

Material Company Contracts. 5.21.1 The Company has made available to the Acquiror, prior to the date of this Agreement, true, correct and complete copies of each written Material Company Contract, including each amendment, supplement and modification relating thereto. A list of each such Material Company Contract is set forth on Schedule 5.21.1 to the Company Disclosure Schedule, including, without limitation, a list of each Advertising Agency Contract to which a Company Subsidiary is a party. Each Material Company Contract is a valid and binding agreement of the Acquired Company that is party thereto, and is in full force and effect. 5.21.2 As of the Restructuring, (a) no Acquired Company will be in breach or default of any Material Company Contract to which it is a party and, no other party to any Material Company Contract will be in breach or default thereof in any material respect; (b) no event will have occurred or circumstance will exist that (with or without notice or lapse of time), would (i) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Material Company Contract or (ii) permit any Acquired Company or any 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 Company Contract.; (c) no Acquired Company has received notice of the pending or threatened cancellation, revocation or termination of any Material Company Contract to which it is a party; and (d) there are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material terms of any Material Company Contract.

Material Company Contracts. (a) Schedule 4.10(a) hereto contains a list of each Contract to which ---------------- the Company is a party or by which the Company or any of its assets is bound, as of the date hereof, which is material to the Company, (each, a "Material Company ---------------- Contract" and, collectively, the "Material Company Contracts"). For purposes of -------- -------------------------- this Agreement, any Contract to which the Company is a party and which obligates the Company to pay or entitles the Company to receive less than $100,000 in annual payments shall be deemed not to be a Material Company Contract and any Contract to which the Company is a party and which obligates the Company to pay or entitles the Company to receive more than $100,000 in annual payments shall be deemed to be a Material Company Contract. (b) The Company has made available to Parent and its agents and representatives a copy of each written Material Company Contract. Each Material Company Contract is in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with the respective terms thereof and, to the knowledge of the Company, represents a valid, binding and enforceable obligation of each of the other parties thereto. There exists no material breach or material default (or event that with notice or the lapse of time, or both, would constitute a material breach or material default) on the part of the Company or, to the knowledge of the Company, on the part of any other party under any Material Company Contract, in any case which has had or could reasonably be expected to have a Material Adverse Effect. The Company is not currently renegotiating any Material Company Contract or paying liquidated damages in lieu of the performance thereunder.

Material Company Contracts. 5.21.1 The Company has made available to DFT, prior to the date of this Agreement, true, correct and complete copies of each written Material Company Contract, including each amendment, supplement and modification relating thereto. Each Material Company Contract is a valid and binding agreement of the Company, and is in full force and effect. 5.21.2 Except as would not have a Material Adverse Effect, the Company is not in breach or default of any Material Company Contract to which it is a party and, to the knowledge of the Company, no other party to any Material Company Contract is in breach or default thereof. Except as would not have a Material Adverse Effect, no event has occurred or, to the Company's knowledge, circumstance exists that (with or without notice or lapse of time), would (a) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any Material Company Contract or (b) permit the Company or any 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 Company Contract. The Company has not received written notice of the pending or threatened cancellation, revocation or termination of any Material Company Contract to which it is a party. There are no renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate any material terms of any Material Company Contract.

Material Company Contracts. (a) Schedule 4.8 sets forth, as of the date hereof, a true, correct and complete list of all of the following Company Contracts (the contracts listed or required to be listed on Schedule 4.8, collectively, the “Material Company Contracts”): (i) Company Contracts for which the obligations under such Company Contract involve aggregate payments by the Company and its Subsidiaries in excess of $1,250,000 in any twelve (12)-month period; (ii) the top one hundred (100) Company Contracts with customers of the Business, measured by revenue during the six (6)-month period ended June 30, 2022; (iii) Company Contracts pursuant to which the Company or any of its Subsidiaries is a party and (A) licenses in Intellectual Property or (B) licenses out Company Owned Intellectual Property, in each case other than license agreements for software that is generally commercially available and non-disclosure agreements that provide for only limited use rights of Intellectual Property for evaluation purposes only or that otherwise are immaterial to the Business; (iv) Company Contracts that govern any material joint ventures, non-wholly owned limited liability companies, profit sharing arrangements, joint development arrangements, strategic alliances, partnerships or similar arrangements; (v) Material Real Property Leases; (vi) Other Real Property Agreements; (vii) material Company Contracts with any Governmental Authority; (viii) Company Contracts with any Material Vendor; (ix) Company Contracts under which the Company or one of its Subsidiaries is lessee of or holds or operates any Tangible Personal Property, owned by any other Person which involves aggregate annual rental payments in excess of $1,000,000; (x) Company Contracts, including any option agreement, relating to the acquisition or disposition of any business, capital stock or material assets of any Person or any Material Real Property Interest (whether by merger, sale of stock, sale of assets or otherwise), or any merger or business combination or similar transaction, in each case, that was entered into in the past three (3) years in connection with the Business or pursuant to which the Company or any of its Subsidiaries has any outstanding material rights or obligations (including any indemnification obligations, any deferred purchase price or “earn-out” or similar contingent payment obligations, in each case, that would reasonably be expected to result in liability to the Company or any of its Subsidiaries after the C...