Material Contacts Clause Samples

The Material Contacts clause defines which individuals or entities are considered key points of contact for the purposes of the agreement. Typically, it lists specific people or roles within each party’s organization who are authorized to communicate, make decisions, or receive notices related to the contract. By clearly identifying these contacts, the clause helps streamline communication, ensures that important information is directed to the right individuals, and reduces the risk of miscommunication or unauthorized actions.
Material Contacts. (i) A true and complete original or copy of a Strategic Cooperation Agreement dated May 26, 2020 with Rainmaker Worldwide Inc. and any amendments thereto (the "Joint Venture Agreement") have been delivered to Purchaser, a copy of which is attached hereto as Schedule "A". The Joint Venture Agreement is (1) a valid and binding agreement of the Corporation and, to the knowledge of Vendor, each other party thereto, enforceable in accordance with its respective terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; (2) in full force and effect and no material default or breach exists in respect thereof on the part of the Corporation, and to the knowledge of the Vendor, any of the parties thereto and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach; (3) has not been cancelled, terminated or otherwise materially altered, or to best knowledge of the Vendor, there is no reason to believe that there will be any such change as a result of the transactions contemplated by this Agreement, (4) does not contain any penalty provisions, refund rights or similar provisions; and (5) is assignable by the Corporation in the ordinary course of business to the Purchaser; and (ii) A true and complete original or copy of the Letter of Intent with Mountbatten Holdings Ltd. dated May 17, 2020 and any amendments thereto (the "Supplier Agreement") have been delivered to Purchaser, a copy of which is attached hereto as Schedule "B". The Joint Venture Agreement is (1) a valid and binding agreements of the Corporation and, to the knowledge of Vendor, each other party thereto, enforceable in accordance with its respective terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; (2) in full force and effect and no material default or breach exists in respect thereof on the part of the Corporation, and to the knowledge of the Vendor, any of the parties thereto and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach; (3) has not been cancelled, terminated or otherwise ...
Material Contacts. (a) Warrant Cancellation Agreement, dated November 26, 2007, by and between Dexterity Surgical, Inc. and R▇▇▇ ▇▇▇▇▇▇▇ (b) Dip Loan Agreement (Convertible), dated November 28, 2007, by and between Dexterity Surgical, Inc. and Intellect Goal Investments (c) Dip Loan Agreement (Convertible), dated November 28, 2007, by and between Dexterity Surgical, Inc. and MCC Group USA, Inc. (d) Dip Loan Agreement (Convertible), dated November 28, 2007, by and between Dexterity Surgical, Inc. and Tazbaz Holdings Limited (e) Dip Loan Agreement (Convertible), dated November 28, 2007, by and between Dexterity Surgical, Inc. and Future Expert Investments Limited (f) Dip Loan Agreement (Convertible), dated November 28, 2007, by and between Dexterity Surgical, Inc. and Keen Merit Investments Limited (g) Dip Loan Agreement (Convertible), dated November 28, 2007, by and between Dexterity Surgical, Inc. and Lead Crest Investments Limited (h) Dip Loan Agreement (Convertible), dated November 28, 2007, by and between Dexterity Surgical, Inc. and R▇▇▇ ▇▇▇▇▇▇▇ (i) Stock Cancellation Agreement, dated December 11, 2007, by and between Dexterity Surgical, Inc. and Flex Financial Group, Inc. (j) Agreement, dated November 27, 2007, by and between Dexterity Surgical, Inc. and Corporate Stock Transfer Item 2.14 Bank Accounts; Powers of Attorney: None. TO: Dexterity Surgical, Inc. I make the following representations with the intent that they may be relied on by Dexterity Surgical, Inc. (“Company”), in determining my suitability as a purchaser of securities of the Company (“Shares”). 1. I have had the opportunity to ask questions of, and receive answers and information, from the officers of the Company and I deemed such information sufficient to make an investment decision on the Company. 2. I have such knowledge and experience in business and financial matters that I am capable of evaluating the Company, its business activities, and the risks and merits of this prospective investment, and I am not utilizing a purchaser representative (as defined in regulation D) in connection with the evaluation of such risks and merits, except as set forth in paragraph 3. 3. I shall provide a separate written statement from each purchaser representative on the Purchaser Representative Acknowledgment form available from the Company in which is disclosed (i) the relationship of the purchaser representative with the Company, if any, which has existed at any time during the previous two years, and compensation r...
Material Contacts. The Vendor is not a party to or bound by or subject to any material agreement, contract or commitment, written or oral, of any nature or kind relating to the Business except for: (a) forward commitments by the Vendor for supplies or materials entered into in the ordinary course of the Business for use in the Business; (b) the Personal Property Leases; (c) the Leases; (d) employment and other agreements or commitments and benefit plans identified on Schedule 9; and (e) those other agreements, contracts, licences or commitments disclosed in Schedule 8 or in any other Schedule hereto.
Material Contacts. Please see Annex E attached hereto. Please see Annex F and Annex G attached hereto. Please see Annex H attached hereto. Please see Annex I attached hereto.
Material Contacts. As of the Closing Date, no material default exists under any Material Contract.

Related to Material Contacts

  • Material Contract “Material Contract” is defined in Section 3.9(a) of the Agreement.

  • 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.

  • Material Contract Defaults The Company is not in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets, or financial condition of either of them, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which the Company has not taken adequate steps to prevent such a default from occurring.

  • Material Consents Buyer shall have obtained all consents of third parties (relating to the assignment of Contracts) that are material to the consummation of the transactions contemplated in this Agreement (collectively, the “Material Consents”) as specified in Schedule 7.7. The Material Consents shall be in form and substance reasonably satisfactory to Buyer. Buyer shall cooperate in the assumption of the Contracts.

  • 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.