Material Contracts Sample Clauses
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Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract:
(i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act);
(ii) that is with the 25 largest customers of the Company and its Subsidiaries by revenue during the 9 months ended September 30, 2024 (as defined in the Company’s Press Release issued November 4, 2024 which is filed with the Company SEC Documents) (excluding any nondisclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries);
(iii) that is with the 10 largest vendors of the Company and its Subsidiaries during the 12 months ended September 30, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company);
(iv) relating to the disposition or acquisition of any business, equity, real property or all or substantially all of the assets of any Person for aggregate consideration in excess of by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations;
(v) containing (A) a covenant or other provision limiting the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area (other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business), (B) “most favored nation” or “exclusivity” provisions, (C) a right of first refusal or right of first offer or similar right that limits the ability of the Company or any of its Subsidiaries to sell, transfer, pledge or otherwise dispose of ...
Material Contracts. (a) Schedule 3.12(a) sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser.
(b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles...
Material Contracts. (a) Section 5.21(a) of the Disclosure Schedule sets forth a true and complete list of each of the following types of Contracts to which the Company or any of the Company Subsidiaries has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date hereof, but excluding any purchase orders, invoices, requisition forms, or other form purchasing documents and any Company Plans disclosed on Section 5.15(a) of the Disclosure Schedule:
(i) (A) contains any exclusivity or similar provision that is binding on the Company or any of the Company Subsidiaries (or would purport to be binding, after the Closing Date, on Parent or any of the Company Subsidiaries) or (B) otherwise limits or restricts the Company or any of the Company Subsidiaries (or would purport to limit or restrict, after the Closing Date, Parent or any of the Company Subsidiaries) from (1) engaging or competing in any line of business in any location or with any Person, (2) selling any products or services of or to any other Person or in any geographic region, or (3) obtaining products or services from any Person, in each case of clause (A) and clauses (1), (2) and (3) of clause (B), that is material to the Company and the Company Subsidiaries, taken as a whole;
(ii) includes (A) any “most favored nation” terms and conditions (including with respect to pricing) granted by the Company or any of the Company Subsidiaries to a Third Party, or (B) any arrangement whereby the Company or any of the Company Subsidiaries grants any right of first refusal or right of first offer or similar right to a Third Party, in each case of clauses (A) and (B) that is material to the Company and the Company Subsidiaries, taken as a whole;
(iii) is a joint venture, strategic alliance or partnership agreement that either (A) is material to the Company and the Company Subsidiaries, taken as a whole, or (B) would reasonably be expected to require the Company and the Company Subsidiaries to make expenditures in excess of $300,000 in the aggregate during the 12-month period following the date hereof;
(iv) is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and the Company Subsidiaries) relating to indebtedness for borrowed money in an amount in exce...
Material Contracts. (a) All Contracts of the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”
(i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);
(ii) any Contract that (A) expressly imposes any material restriction on the right or ability of Parent or any of its Subsidiaries to compete with any other Person or acquire or dispose of the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent or any of its Subsidiaries in a material manner;
(iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries;
(iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or
(v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule.
(b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party ...
Material Contracts. (a) Except (i) as filed as exhibits to the Company SEC Documents, (ii) for this Agreement and the other agreements entered into in connection with the transactions contemplated hereby and (iii) for Company Employee Plans, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract:
(i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act);
(ii) that is with the ten (10) largest customers of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on revenue received from such customers during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which revenue is paid or payable to the Company or its Subsidiaries);
(iii) that is with the ten (10) largest vendors of the Company and its Subsidiaries during the fiscal year ended January 31, 2024 (as determined based on cost of goods and services paid to such vendors by the Company during such time period) (excluding any non-disclosure agreements, data processing agreements, purchase orders or statements of work or invoices entered into in the ordinary course of business, and other similar Contracts that are ancillary to Contracts pursuant to which cost of goods and services is paid or payable by the Company);
(iv) that is a Government Contract;
(v) evidencing a capital expenditure for which future payments are required in excess of $5,000,000;
(vi) relating to the disposition or acquisition of any business, equity, or all or substantially all of the assets of any Person for aggregate consideration in excess of $5,000,000 by the Company or any of its Subsidiaries outside of the ordinary course of business pursuant to which the Company or its Subsidiaries have material continuing obligations;
(vii) containing (A) a covenant or other provision limiting in any material respect the ability of the Company or any Subsidiary of the Company to compete or engage in any line of business or to compete with any Person in any geographic area, other than any customary employee non-solicitation or no-hire clauses entered into in the ordinary course of business, (B) “most favored nation”, “exclusivity” or similar provisions, (C) a right of first refusal or right of fi...
Material Contracts. 3.13.1. As of the date hereof, neither the Company nor any Company Subsidiary is a party to or bound by any of the following (each, a “Material Contract” and collectively, the “Material Contracts”):
(a) any agreement, contract or commitment for the sale of services by the Company or any Company Subsidiary, which services have not been performed as of the date hereof, and involving future receipts in excess of $100,000;
(b) any contract which is expected to involve payment by or to the Company and the Company Subsidiaries of more than $100,000 individually during the next twelve (12) months;
(c) any contracts with Governmental Entities or consent decrees of Governmental Entities to which the Company or any Company Subsidiary is bound;
(d) any Company IPR Agreement;
(e) any Material Lease;
(f) any contract that limits or restricts where the Company or any Company Subsidiary may conduct its business, the type or line of business in which the Company or any Company Subsidiary may engage, including any non-competition agreement, non-solicit or other restrictive covenant agreement, or with whom the Company or any Company Subsidiary may compete;
(g) any contract that provides for “most favored nations” terms or establish an exclusive sale, service or purchase obligation;
(h) any interest rate or non-U.S. currency swap, cap, collar, hedge or insurance agreement, or options or forwards on such agreements or other similar agreements for the purpose of managing the interest rate or non-U.S. exchange risk associated with its financings;
(i) any contract which contains restrictions with respect to payment of dividends or any other distributions in respect of the capital stock or other equity interests of the Company or any Company Subsidiary;
(j) any contract granting a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests in the Company;
(k) any agreement with any employee or independent contractor that (i) provides for severance payments (in excess of those required by applicable Law, if any) if the Company or any Company Subsidiary terminates such employee’s or independent contractor’s employment or service without cause or such employee or independent contractor terminates his or her employment or service for good reason or (ii) provides for an annual compensation opportunity (including all salary, wages, target bonus opportunity, commissions, fees or similar payments) that exceeds or is reasonably expected by the...
Material Contracts. The Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of any of the following to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound (each, a "COMPANY MATERIAL CONTRACT"):
(a) all contracts, agreements, commitments or understandings which involve payments or receipts by the Company or any of its Subsidiaries in excess of $1,000,000 during any twelve month period;
(b) all written management, compensation, employment or other contracts entered into with any executive officer or director of the Company or any Subsidiary of the Company;
(c) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to incur any such indebtedness, obligation or liability;
(d) all bonds or agreements of guarantee or indemnification in which the Company or any Subsidiary of the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company;
(e) all noncompete agreements to which the Company, any Subsidiary of the Company or any affiliate thereof is a party;
(f) all partnership and joint venture agreements;
(g) each other contract or agreement listed as an exhibit to the Company's most recent Form 10-K and 10-Q; and
(h) all agreements relating to material business acquisitions or dispositions during the last three years, including any separate tax or indemnification agreements. Except as set forth in the Company Disclosure Letter, (i) neither the Company nor any Subsidiary of the Company is in default under the terms of any Company Material Contract, which default permits the other party to adversely alter or terminate any rights of the Company or any Subsidiary of the Company or accelerate the obligations of the Company or any Subsidiary of the Company under such Company Material Contract or to collect damages, (ii) to the knowledge of the Company, no other party thereto is in default in any material respect under the terms of any Company Material Contract, (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Company or any Subsidiary of the...
Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Material Contracts. 13 Section 3.10
Material Contracts. (a) Subsections (i) through (xii) of Section 4.18(a) of the Disclosure Letter lists the following types of contracts and agreements to which the Company or any Subsidiary is a party (such contracts and agreements as are required to be set forth in Section 4.18(a) of the Disclosure Letter being the “Material Contracts”):
(i) each “material contract” (as such term is defined in Item 610(b)(10) of Regulation S-K of the SEC) with respect to the Company and its Subsidiaries;
(ii) each contract and agreement, whether or not made in the ordinary course of business, that contemplates an exchange of consideration with a value of more than $500,000, in the aggregate, over the term of such contract or agreement;
(iii) all contracts and agreements evidencing indebtedness for borrowed money;
(iv) all joint venture, partnership, and business acquisition or divestiture agreements
(v) all agreements relating to issuances of securities of the Company or any Subsidiary, other than agreements relating to the issuance of awards under the Company Stock Plans;
(vi) all contracts and agreements that obligate the Company or any Subsidiary to indemnify any third party for amounts that could be material to the Company;
(vii) all exclusive distribution contracts to which the Company or any Subsidiary is a party;
(viii) all Licenses (other than (1) nondisclosure agreements entered into in the ordinary course of business, (2) licenses of commercially available, off-the-shelf or shrink-wrap computer software having a value less than $500,000, and (3) agreements entered into with the Company’s customers or prospective customers that do not materially differ from Company’s standard form agreements attached to Section 4.14(b) of the Disclosure Letter);
(ix) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Subsidiary is a party and any other contract that compensates any person based on any sales by the Company or a Subsidiary;
(x) all management contracts and contracts with other consultants (excluding contracts for employment or service), including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Subsidiary or income or revenues related to any product of the Company or any Subsidiary to which the Company or any Subsidiary is a party;
(xi) all contrac...