Material Contracts and Obligations Clause Samples

Material Contracts and Obligations. All agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it or its assets is bound (each, a “Group Company Contract” and collectively, the “Group Company Contracts”) that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 3.09 of the Disclosure Schedule and have been made available for inspection by each Series B-4 Purchaser and its counsel. For purposes of this Section 3.09, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB200,000 in the aggregate, or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from any Group Company, or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. All of the Group Company Contracts are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company and all the other parties thereto.

Material Contracts and Obligations. The Schedule of Exceptions sets forth a list of all material agreements or commitments of any nature (whether written or oral) to which the Company is a party or by which it is bound, including without limitation (a) any agreement which requires future expenditures by the Company in excess of $500,000 or which might result in payments to the Company in excess of $500,000, (b) any employment agreement, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase or similar plan or arrangement, (c) any distributor, sales representative or similar agreement, (d) any agreement with any current or former stockholder, officer or director of the Company, or any “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to, any such person or entity, (e) any agreement under which the Company is restricted from carrying on any business anywhere in the world, (f) any agreement relating to indebtedness for borrowed money, (g) any agreement for the disposition of a material portion of the Company’s assets (other than for the sale of inventory in the ordinary course of business), (h) any agreement for the acquisition of the business or securities or other ownership interests of another party, (i) any agreement for the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other commercially available standard products) or (j) any other agreement that is material to the operations, business or finances of the Company. The Company has furnished to the Investor copies of the foregoing agreements (or an accurate summary of any oral agreement). All of such agreements and contracts are valid, binding against the Company and in full force and effect. Neither the Company, nor, to the best of the Company’s knowledge, any other party thereto, is in default of any of its obligations under any of the agreements or contracts listed in the Schedule of Exceptions.

Material Contracts and Obligations. (a) Section 2.14 of the Company Disclosure Schedule lists the following Company Contracts in effect as of the date hereof (each of the Company Contracts required to be listed in clauses (i) through (xvii) that follows, a “Company Material Contract”): (i) each Company Contract relating to the employment of, or the performance of services by, any employee, consultant or independent contractor or involving any loans or advances by the Company to any officer, director or employee which are outstanding as of the date hereof; (ii) each Company Contract relating to the acquisition, transfer, use, development, sharing or license of any (A) technology, (B) Intellectual Property or (C) Intellectual Property Right other than pursuant to the Company’s standard customer agreements; (iii) each Company Contract imposing any restriction on the Company’s right or ability (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person, or (C) develop or distribute any technology; (iv) each Company Contract creating or involving any agency relationship, distribution arrangement or franchise relationship; (v) each Company Contract relating to the creation of any Encumbrance with respect to any material asset of Company; (vi) each real property lease agreement; (vii) each Company Contract involving or incorporating any guaranty, any pledge, any performance or completion bond, any indemnity or any surety arrangement; (viii) each Company Contract resulting in the Company incurring or guarantying any indebtedness for money borrowed or any other liabilities (other than with respect to dividend obligations, distributions, indebtedness and other obligations in the Ordinary Course of Business) individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate (ix) each Company Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; (x) each Company Contract constituting or relating to a Government Contract; (xi) each Company Contract that contains “most favored nation” or preferred pricing provisions; (xii) each Company Contract providing for indemnification by the Company with respect to infringements of propri...

Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of such Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 4.11 of the Disclosure Schedule (collectively, “Material Contracts”). No Group Company is in default or breach under any of the Material Contracts. For purposes of this Section 4.11, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB 500,000 or that extend for more than one year beyond the date of this Agreement, (ii) not terminable upon thirty (30) days’ notice without incurring any penalty or obligation, (iii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on the Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iv) not in the ordinary course of business, (v) transferring or licensing any Proprietary Assets to or from the Group Company (other than licenses granted in the ordinary course of business or licenses from commercially readily available “off the shelf’ computer software), or (vi) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect. No Group Company is a guarantor or indemnitor of any indebtedness of any other person, firm or corporation that is not a Group Company. Each Material Contract to which any Group Company is a party is currently valid and in full force and effect, and is enforceable by such Group Company in accordance with its terms. No Group Company has engaged in the past three (3) months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of such Group Company’s assets, or (ii) any merger, consolidation or other business combination transaction of such Group Company with or into another corporation, entity or person.

Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which each Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties, (ii) involve any of the officers, consultants, directors, employees or shareholders of the Group Company; or (iii) obligate such Group Company to share, license or develop any product or technology are listed in Section 3.9 of the Disclosure Schedule and have been made available for inspection by the Investors and their counsel. For purposes of this Section 3.9, “material” shall mean (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of (x) HK$3,000,000 in case of any item of capital expenditure in connection with constructing and equipping any production base or (y) HK$400,000 in any other cases, (ii) containing exclusivity, non-competition, or similar clauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise, (iii) not in the ordinary course of business, (iv) transferring or licensing any Proprietary Assets to or from any Group Company (other than licenses granted in the ordinary course of business or licenses from commercially readily available “off the shelf” computer software) or (v) an agreement the termination of which would be reasonably likely to have a Material Adverse Effect.

Material Contracts and Obligations. (a) Section 5.14(a) of the Disclosure Schedules contains a true and complete list of each of the following Contracts to which SCAN Group or any SCAN Company is a party or bound (such Contracts, together with the SCAN Key Provider Contracts listed in Section 5.14(c) of the Disclosure Schedules, each, a “SCAN Material Contract” and, collectively, the “SCAN Material Contracts”): (i) any agreement which required annual expenditures by SCAN Group or a SCAN Company in excess of $1,000,000 for calendar year 2021, other than as otherwise disclosed pursuant to clauses (ii)-(x) below; (ii) any material employment, consulting or collective bargaining agreements, including any agreements providing for an ongoing severance obligation or any obligation upon a change of control or similar provisions; (iii) SCAN Benefit Plans; (iv) any agreement relating to indebtedness for borrowed money; (v) any guarantee or other agreement by which SCAN Group or any SCAN Company is or may become liable for indebtedness or any other obligations of another Person; (vi) any agreement relating to the disposition, directly or indirectly, of any of SCAN Group’s or the SCAN Companies’ assets other than in the ordinary course of business; (vii) any agreement relating to the acquisition, directly or indirectly, of assets, capital stock, membership interests or other equity interests of any Person with a fair market value in excess of $1,000,000; (viii) SCAN Leases; (ix) any agreement which contains any exclusivity right in favor of a third party and that involved expenditures by SCAN Group or a SCAN Company in excess of $1,000,000 for calendar year 2021; (x) any agreement under which SCAN Group or any SCAN Company has materially limited or restricted its right to (A) compete or contract with any Person in any respect, (B) engage in any line of business, (C) operate in any geographic location, or

Material Contracts and Obligations. All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which the Company or its Subsidiaries are a party or by which it is bound that are (i) material to the conduct and operations of their business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of the Company, other than ordinary course agreements relating to employment, consulting, confidentiality, intellectual property or stock options; or (iii) obligate the Company or its Subsidiaries to share, license or develop any intellectual property have been disclosed by the Company to the Underwriter. Neither the Company nor, to the Company’s knowledge, any other person, is in material default in the observance or performance of any material term, covenant or obligation to be performed by it under any such documents and the Company or its Subsidiaries have not received any notice of termination or default under any such documents and no event has occurred which with notice or lapse of time or both would constitute such a default and all such contracts, agreements and arrangements are in good standing in all material respects.

Material Contracts and Obligations. Attached hereto on Schedule 3 is a list of all agreements, contracts, indebtedness, liabilities and other obligations to which the Company is a party or by which it is bound that are material to the conduct and operations of its business and properties, which provide for payments to or by the Company in excess of $25,000; or which involve transactions or proposed transactions between the Company and its officers, directors, affiliates or any affiliate thereof. Copies of such agreements and contracts and documentation evidencing such liabilities and other obligations have been made available for inspection by Parent and its counsel. All of such agreements and contracts are valid, accurate, binding and in full force and effect in all material respects, and there have been, to the knowledge of the Company, no breaches or anticipatory repudiation of such agreements and contracts.

Material Contracts and Obligations. (a) Attached hereto as Schedule 3.11(a) is a true, complete and accurate list, categorized by subject matter, of all of the following material outstanding contracts, plans, leases, and commitments and other agreements (collectively "Contracts") entered into by the Company or any of its Subsidiaries which are in writing or have been orally agreed to by the Company or any of its Subsidiaries: (i) each operating agreement with a long-distance provider or local exchange carrier providing for the carriage and/or exchange of telecommunications traffic; (ii) each Contract relating to the lease of or right to use, either as lessor or lessee, (x) fiber optic cable, (y) collocating equipment and (z) switches, setting forth the names of the lessor and lessee and a description of the property and property interest leased, in each case involving an amount in excess of $50,000 for a given year; (iii) each Contract relating to the lease of real property (the "Leased Real Property"), either as lessor or lessee setting forth the names of the lessor and lessee, the location of the real property, and its use; (iv) all Contracts for the purchase or sale of services, materials, products or supplies which involve aggregate payments by the Company or any of its Subsidiaries of more than $100,000 or involve aggregate payments to the Company or any of its Subsidiaries of more than $100,000, or which were entered into other than in the ordinary course of business of the Company or any of its Subsidiaries; (v) all Contracts or arrangements providing for stock options or stock purchases, bonuses, pensions, deferred or incentive compensation, retirement or severance payments, profit-sharing, insurance or other benefit plans or programs for any officer, consultant, director or employee of the Company or any of its Subsidiaries; (vi) all Contracts for construction or for the purchase of real estate, improvements, fixtures, equipment, machinery and other items which under GAAP constitute capital expenditures and which individually or in the aggregate for any related group of items involve expenditures of the Company or any of its Subsidiaries in excess of $100,000; (vii) all Contracts relating in any way to Indebtedness of the Company or its Subsidiaries, except for contracts individually involving less than $100,000; (viii) all Contracts substantially restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any Person or in any geographi...