Material Contracts and Transactions Sample Clauses
The 'Material Contracts and Transactions' clause requires a party to disclose significant agreements or business dealings that could impact the company’s operations or financial standing. Typically, this clause obligates the party to list or describe contracts such as major supplier agreements, large customer contracts, or significant loans, ensuring that all relevant stakeholders are aware of key obligations and risks. Its core function is to promote transparency and allow informed decision-making by revealing any commitments that could materially affect the business.
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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 the Purchaser is a party except as disclosed in writing to the Vendor or as disclosed in the Purchaser SEC Documents.
Material Contracts and Transactions. Schedule 7 attached hereto lists each material contract, agreement, license, permit, arrangement, commitment, instrument or contract to which Priveco or any of its subsidiaries is a party (each, a “Contract”). Each Contract is in full force and effect, and there exists no material breach or violation of or default by Priveco or any of its subsidiaries under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Priveco or any of its subsidiaries. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.
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 and Transactions. Disclosure Schedule 3.10 contains a list of all material contracts, agreements, licenses, leases for real property or personal property, permit, arrangements, commitments, instruments, understanding or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Cybernet is a party (collectively, the "Cybernet Contracts"). Except as listed on DISCLOSURE SCHEDULE 3.10, Cybernet is not a party to any written or oral:
(1) contract for the purchase, sale or lease of any material capital assets, or continuing contracts for the purchase or lease of any material supplies, materials, equipment or services;
(2) agreement to pay material commissions or sales representative agreements;
(3) agreement for the employment or consultancy or any person or entity except those routinely entered into with employees and contracts with members of the Vorstand expiring February 15, 1998;
(4) note, debenture, bond, trust agreement, letter of credit agreement, loan agreement, or other contract or commitment for the borrowing or lending of money, or agreement or arrangement for a line of credit or guarantee, pledge, or undertaking of the indebtedness of any other person;
(5) agreement, contract, or commitment for any charitable or political contribution;
(6) agreement, contract, or commitment limiting or restraining Cybernet in its business or any successor thereto from engaging or competing in any manner or in any business or from hiring any employees, nor, to the Stockholders' knowledge, is any employee or independent contractor of Cybernet subject to any such agreement, contract, or commitment;
(7) material agreement, contract, or commitment not made in the ordinary course of business;
(8) agreement establishing or providing for any joint venture, partnership, or similar arrangement between Cybernet and any other person or entity; or
(9) power of attorney or similar authority to act for Cybernet. Each Cybernet Contract is in full force and effect, and there exists no material breach or violation of or default by Cybernet under any Cybernet Contract nor, to the Stockholders' knowledge, by any other party to a Cybernet Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Cybernet Contract by Cybernet nor, to the Stockholders' knowledge, by any other party to a Cybernet Contract. Except as set forth on Disclosure Schedule 3.10, the continuation, validity, an...
Material Contracts and Transactions. Schedule 8 attached hereto lists each material contract, agreement, license, permit, arrangement, commitment, instrument or contract to which Priveco is a party (each, a “Contract”). Each Contract is in full force and effect, and there exists no material breach or violation of or default by Priveco under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Priveco. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.
Material Contracts and Transactions. Other than as expressly contemplated by this Agreement, there are no Material Contracts to which the Purchaser is a party, except as previously disclosed to the Target or as disclosed in the Purchaser Public Documents. The Purchaser has made available to the Target a copy of each Material Contract. Each Material Contract of the Purchaser is in full force and effect, and there exists no material breach or violation of or default by the Purchaser under any Material Contract of the Purchaser, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Material Contract by the Purchaser. To the best knowledge of the Purchaser, the continuation, validity and effectiveness of each Material Contract of the Purchaser will in no way be affected by the consummation of the Transaction. There exists no actual or threatened termination, cancellation or limitation of, or any amendment, modification or change to, any Material Contract of the Purchaser.
Material Contracts and Transactions. All material contracts, agreements, licenses, permits, arrangements, commitments, instrument or contract to which Company is a party (each, a “Contract”). Each Contract is in full force and effect, and there exists no material breach or violation of or default by Company under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Company. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.
Material Contracts and Transactions. Each Contract to which the Company is bound is in full force and effect, and there exists no material breach or violation of or default by Company under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Company. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.
Material Contracts and Transactions. Other than as expressly contemplated by this Agreement, there are no Material Contracts to which the Purchaser is a party, except as disclosed in the Purchaser SEC Documents. Each Material Contract to which the Purchaser is a party is in full force and effect, and there exists no material breach or violation of or default by the Purchaser under any such Material Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any such Material Contract by the Purchaser. To the best knowledge of the Purchaser, the continuation, validity and effectiveness of each Material Contract to which the Purchaser is a party will in no way be affected by the consummation of the Transaction. There exists no actual or threatened termination, cancellation or limitation of, or any amendment, modification or change to, any such Material Contract.
Material Contracts and Transactions. All of the Material Contracts to which Priveco is a party are listed in Schedule 5. Each contract to which Priveco is a party is in full force and effect, and there exists no material breach or violation of or default by Priveco under any contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any contract by Priveco. The continuation, validity, and effectiveness of each contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification or change to any contract.